Common use of Separation Benefit Clause in Contracts

Separation Benefit. (a) Parent agrees to pay the Employee an amount equal to one (1) year of his then-existing base salary (minus applicable withholdings and payroll taxes), payable in equal installments over a one-year period in accordance with Parent’s normal payroll practices, in the event that: (i) the Employee’s employment with Parent or any of its subsidiaries (including the Company) is terminated by Parent or any such subsidiary (including the Company) without Cause (as hereinafter defined); or (ii) at any time during the period commencing thirty (30) days prior to a Change of Control (as hereinafter defined) of Parent and ending one-hundred-eighty (180) days after a Change of Control of Parent, Parent or any of its subsidiaries (including the Company) fails to retain the Employee in the same or similar position to that which he occupies immediately prior to such Change of Control and at the same or similar base compensation to that which he enjoys immediate prior to such Change of Control. (b) If the Employee’s employment with Parent or any of its subsidiaries is terminated as contemplated by Section 2(a) of this Agreement, then Parent agrees to pay the Employee an amount equal to the bonus that would have been earned by the Employee for the year in which the Employee’s employment with Parent or any of its subsidiaries is so terminated, prorated for the portion of such year during which the Employee remained employed with Parent or such subsidiary to and including the earlier of (i) the date of termination of the Employee’s employment with Parent or such subsidiary (in the case of a termination contemplated by Section 2(a)(i) of this Agreement) or (ii) the date on which the Employee is provided with notice or otherwise becomes aware of Parent or such subsidiary’s failure so to retain the Employee (in the case of a termination contemplated by Section 2(a)(ii) of this Agreement, such bonus payment to be made at substantially the same time and in substantially the same manner (and minus applicable withholdings and payroll taxes) as Parent’s normal payroll practices in respect of the payment of similar bonuses. For purposes of this Section 2(b), the prorated amount of any bonus shall be determined to be a fraction, the numerator of which is the number of days in the fiscal year ending on the day specified in Section 2(b)(i) or (ii) (as applicable), and the denominator of which is 365. (c) For the purposes of this Agreement:

Separation Benefit. Within seven (7) days following the Separation Date, the Company or one of its Affiliates will pay R▇▇▇▇▇ (i) all base salary earned through the Separation Date but unpaid as of such date and (ii) the value of all paid time off accrued but unused as of the Separation Date (the “Accrued Obligations”). In addition, provided that R▇▇▇▇▇ (a) Parent agrees executes this Agreement and returns a signed copy of it to pay the Employee an amount equal to one Company, care of N▇▇▇▇▇ W. ▇▇▇▇▇▇ III, ProPetro Holding Corp., 1▇▇▇ ▇. ▇▇▇▇▇▇▇, Bldg. B, Midland, Texas 79701 (1) year of his thene-existing base salary (minus applicable withholdings and payroll taxesmail: t▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), payable by March 13, 2020 and (b) satisfies the other terms and conditions set forth in equal installments over a this Agreement, R▇▇▇▇▇ shall receive the following consideration: (a) Prior to the Separation Date, the exercise period applicable to R▇▇▇▇▇'▇ stock options granted under the Stock Option Plan of ProPetro Holding Corp. and the ProPetro Holding Corp. 2017 Incentive Award Plan (collectively, the “Incentive Unit Award Plans”) that have become vested and are outstanding as of the Separation Date (the “Vested Options”) shall be extended such that the Vested Options shall not be forfeited or cancelled upon the ninety-first (91st) day following the Separation Date pursuant to the terms of the Equity Plans but, instead, shall remain outstanding and exercisable until the one-year period in accordance anniversary of the Separation Date, and the Company shall permit such exercise to be consummated as a "cashless exercise" such that R▇▇▇▇▇ is not required to deliver any cash to exercise the options but the number of shares of the Company’s common stock, par value $0.001 (“Stock”), delivered by the Company to R▇▇▇▇▇ upon exercise shall be reduced by a number shares of Stock with Parent’s normal payroll practicesa fair market value equal to the aggregate exercise price of the Vested Options and associated tax withholding; and (b) During the portion of the eighteen (18) months following the Separation Date (the “COBRA Period”), if any, that R▇▇▇▇▇ elects to continue coverage for R▇▇▇▇▇ and R▇▇▇▇▇'▇ spouse and eligible dependents, if any, under the Company's group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall promptly reimburse R▇▇▇▇▇ for the amount R▇▇▇▇▇ pays to effect and continue such coverage, less applicable taxes and withholdings (the “COBRA Benefit”). Each payment of the COBRA Benefit shall be paid to R▇▇▇▇▇ on the Company's first regularly scheduled pay date in the event that: calendar month immediately following the calendar month in which R▇▇▇▇▇ submits to the Company documentation of the applicable premium payment having been paid by R▇▇▇▇▇, which documentation shall be submitted by R▇▇▇▇▇ to the Company within 30 days following the date on which the applicable premium payment is paid. R▇▇▇▇▇ shall be eligible to receive such reimbursement payments until the earliest of: (i) the Employee’s employment with Parent or any last day of its subsidiaries (including the Company) is terminated by Parent or any such subsidiary (including the Company) without Cause (as hereinafter defined)COBRA Period; or (ii) the date R▇▇▇▇▇ is no longer eligible to receive COBRA continuation coverage; or (iii) the date on which R▇▇▇▇▇ becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by R▇▇▇▇▇); provided, however, that the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain R▇▇▇▇▇'▇ sole responsibility, and the Company shall not assume any obligation for payment of any such premiums relating to such COBRA continuation coverage. R▇▇▇▇▇ acknowledges and agrees that he is not otherwise entitled to the consideration described in this Section 2, and such consideration represents the entirety of the amounts R▇▇▇▇▇ is eligible to receive as severance compensation from the Company or any other Company Party, including under the Incentive Award Plans and the Employment Agreement. R▇▇▇▇▇ specifically acknowledges that he will automatically forfeit any outstanding equity awards granted under the Incentive Award Plans, including stock options, restricted stock units, and performance stock units, that are unvested as of the Separation Date and that such awards will terminate automatically without any further action by the Company and at any time during no cost to the period commencing thirty (30) days prior to a Change Company immediately following his termination of Control employment with the Company and its Affiliates (as hereinafter defined) defined below). For the avoidance of Parent and ending one-hundred-eighty (180) days after doubt, no awards granted under the Incentive Award Plans will vest as a Change result of, or in connection with, R▇▇▇▇▇'▇ termination of Control employment. R▇▇▇▇▇ acknowledges that he is aware of Parent, Parent or any of its subsidiaries (including the ongoing obligations he may have under the Company) 's I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, applicable securities laws and any other applicable requirements related to any trading in the Company's securities. Notwithstanding anything in this Agreement, R▇▇▇▇▇ acknowledges and agrees that if R▇▇▇▇▇ fails to retain comply with his ongoing obligations to the Employee Company, including those in the same or similar position to that which he occupies immediately prior to such Change of Control and at the same or similar base compensation to that which he enjoys immediate prior to such Change of Control. (b) If the Employee’s employment with Parent or any of its subsidiaries is terminated as contemplated by Section 2(a) Sections 5-7 of this Agreement, then Parent agrees to pay the Employee an amount equal to the bonus that would have been earned by the Employee for the year in which the Employee’s employment with Parent or any of its subsidiaries is so terminated, prorated for the portion of such year during which the Employee remained employed with Parent or such subsidiary to and including the earlier of (i) any unexercised Vested Options shall immediately be forfeited and cancelled upon notice from the date of termination of the Employee’s employment with Parent or such subsidiary (in the case of a termination contemplated by Section 2(a)(i) of this Agreement) or Company and may not be exercised at any point and (ii) R▇▇▇▇▇ shall pay to the date on which Company the Employee is provided with notice or otherwise becomes aware fair market value of Parent or such subsidiary’s failure so to retain any Stock acquired through the Employee (in the case of a termination contemplated by Section 2(a)(ii) of this Agreement, such bonus payment to be made at substantially the same time and in substantially the same manner (and minus applicable withholdings and payroll taxes) as Parent’s normal payroll practices in respect exercise of the payment of similar bonuses. For purposes of this Section 2(b), the prorated amount of any bonus shall be determined to be a fraction, the numerator of which is the number of days in the fiscal year ending on the day specified in Section 2(b)(i) or (ii) (as applicable), and the denominator of which is 365Vested Options. (c) For the purposes of this Agreement:

Separation Benefit. (a) Parent agrees to pay the Employee an amount equal to one (1) year of his then-existing base salary (minus applicable withholdings and payroll taxes), payable in equal installments over a one-year period in accordance with Parent’s normal payroll practices, in the event that: (i) the Employee’s employment with Parent or any of its subsidiaries (including the Company) is terminated by Parent or any such subsidiary (including the Company) without Cause (as hereinafter defined); or (ii) at any time during the period commencing thirty (30) days prior to a Change of Control (as hereinafter defined) of Parent and ending one-hundred-eighty (180) days after a Change of Control of Parent, Parent or any of its subsidiaries (including the Company) fails to retain the Employee in the same or similar position to that which he occupies immediately prior to such Change of Control and at the same or similar base compensation to that which he enjoys immediate prior to such Change of Control. (b) If the Employee’s employment with Parent or any of its subsidiaries is terminated as contemplated by Section 2(a1(a) of this Agreement, then Parent agrees to pay the Employee an amount equal to the bonus that would have been earned by the Employee for the year in which the Employee’s employment with Parent or any of its subsidiaries is so terminated, prorated for the portion of such year during which the Employee remained employed with Parent or such subsidiary to and including the earlier of (i) the date of termination of the Employee’s employment with Parent or such subsidiary (in the case of a termination contemplated by Section 2(a)(i1(a)(i) of this Agreement) or (ii) the date on which the Employee is provided with notice or otherwise becomes aware of Parent or such subsidiary’s failure so to retain the Employee (in the case of a termination contemplated by Section 2(a)(ii1(a)(ii) of this Agreement, such bonus payment to be made at substantially the same time and in substantially the same manner (and minus applicable withholdings and payroll taxes) as Parent’s normal payroll practices in respect of the payment of similar bonuses. For purposes of this Section 2(b1(b), the prorated amount of any bonus shall be determined to be a fraction, the numerator of which is the number of days in the fiscal year ending on the day specified in Section 2(b)(i1(b)(i) or (ii) (as applicable), and the denominator of which is 365. (c) For the purposes of this Agreement:

Separation Benefit. In lieu of any separation benefits payable to Executive under Section 7 Termination of Employment of the Employment Agreement and in consideration of the releases Executive grants pursuant to Section of 4 of this Agreement, the Company shall provide Executive the following benefits (collectively “Separation Benefit”): (a) Parent agrees continuation through December 31, 2019 of Executive’s weekly base rate of pay as of the Separation Date, less all applicable withholding taxes and any other amounts required by law to pay the Employee an amount equal to one (1) year of his then-existing base salary (minus applicable withholdings and payroll taxes)be withheld, payable in equal bi-weekly installments over a one-year period in accordance concurrently with Parentthe Company’s normal payroll practicesregularly scheduled pay periods (“Separation Payment”); provided, however that in the event that: (i) the Employee’s employment with Parent or any of its subsidiaries (including the Company) is terminated by Parent or any such subsidiary (including the Company) without Cause (as hereinafter defined); or (ii) at any time during the period commencing thirty (30) days prior to a Change of Control (as hereinafter defined) defined below), any unpaid installments of Parent and ending one-hundred-eighty (180) days after a Change the Separation Payment remaining as of Control the date of Parent, Parent or any of its subsidiaries (including the Company) fails to retain the Employee in the same or similar position to that which he occupies immediately prior to such Change of Control shall become immediately due and at the same or similar base compensation payable to that which he enjoys immediate prior to such Executive. For purposes hereof, a “Change of Control.” shall be deemed to occur upon: (i) any “person” as such term is used in Sections l3(d) and 14(d) of the Exchange Act (other than LEAI, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of LEAI in substantially the same proportions as their ownership of common stock of LEAI), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of LEAI representing fifty percent (50%) or more of the combined voting power of LEAI’s then outstanding securities; (ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (i), (iii), or (iv) of this Section 3(a)) whose election by the Board or nomination for election by LEAI’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; (iii) a merger, consolidation, reorganization, or other business combination of LEAI with any other entity, other than a merger or consolidation which would result in the voting securities of LEAI outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of LEAI or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of LEAI (or similar transaction) in which no person acquires thirty percent (30%) or more of the combined voting power of LEAI’s then outstanding securities shall not constitute a Change in Control; or (iv) the shareholders of LEAI approve a plan of complete liquidation of LEAI or the consummation of the sale or disposition by LEAI of all or substantially all of LEAI’s assets other than (x) the sale or disposition of all or substantially all of the assets of LEAI to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the outstanding voting securities of LEAI at the time of the sale or (y) pursuant to a spin-off type transaction, directly or indirectly, of such assets to the shareholders of LEAI; (b) If reimbursement through the Employeedate Executive first becomes eligible for Medicare of Executive’s employment with Parent or any of its subsidiaries is terminated as contemplated COBRA premiums payable by Section 2(a) of this Agreement, then Parent agrees to pay the Employee an amount equal to the bonus that would have been earned by the Employee Executive for the year in which same types and limits of coverages maintained by Executive through the Employee’s employment with Parent or any of its subsidiaries is so terminated, prorated for the portion of such year during which the Employee remained employed with Parent or such subsidiary to and including the earlier of (i) the date of termination Company benefit plans as of the Employee’s employment with Parent or such subsidiary (in the case of a termination contemplated by Section 2(a)(i) of this Agreement) or (ii) the date on which the Employee is provided with notice or otherwise becomes aware of Parent or such subsidiary’s failure so to retain the Employee (in the case of a termination contemplated by Section 2(a)(ii) of this Agreement, such bonus payment to be made at substantially the same time and in substantially the same manner (and minus applicable withholdings and payroll taxes) as Parent’s normal payroll practices in respect of the payment of similar bonuses. For purposes of this Section 2(b), the prorated amount of any bonus shall be determined to be a fraction, the numerator of which is the number of days in the fiscal year ending on the day specified in Section 2(b)(i) or (ii) (as applicable), and the denominator of which is 365.Separation Date; and (c) For participation in the purposes Company’s Annual Incentive Compensation plan for 2019, if any, as provided for in Paragraph 3(b) of this the Employment Agreement:, such participation being prorated through the Separation Date.

Separation Benefit. (a) Parent In consideration for C▇▇▇’▇ execution, non-revocation of, and compliance with this Agreement, including the waiver and release of claims in Paragraph 4, DGSE agrees to pay the Employee an amount equal to one (1) year of his then-existing base salary (minus applicable withholdings and payroll taxes), payable in equal installments over a one-year period in accordance with Parent’s normal payroll practices, in the event that: covenants (i) the Employeeto reimburse C▇▇▇ for legal fees and expenses incurred by him in connection with his attorney’s employment with Parent or any of its subsidiaries (including the Company) is terminated by Parent or any such subsidiary (including the Company) without Cause (as hereinafter defined); or (ii) at any time during the period commencing thirty (30) days prior to a Change of Control (as hereinafter defined) of Parent and ending one-hundred-eighty (180) days after a Change of Control of Parent, Parent or any of its subsidiaries (including the Company) fails to retain the Employee in the same or similar position to that which he occupies immediately prior to such Change of Control and at the same or similar base compensation to that which he enjoys immediate prior to such Change of Control. (b) If the Employee’s employment with Parent or any of its subsidiaries is terminated as contemplated by Section 2(a) review of this Agreement, then Parent agrees including for review of the Employment Agreement and consultation and proposed revisions for this Agreement, (up to pay a maximum of $3,500) upon documentation consistent with DGSE’s reimbursement policy as such policy existed as of the Employee an amount equal Effective Date of this Agreement or as amended, provided any such amendment shall not reduce or diminish the reimbursement rights applicable to C▇▇▇; and (ii) that if C▇▇▇ timely elects to continue coverage under DGSE’s group health plan pursuant to the bonus that would have been earned by Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), DGSE will reimburse to C▇▇▇ the Employee premium amounts paid for continued coverage under the year health plan in which excess of the Employee’s employment with Parent or any of its subsidiaries is so terminated, prorated for the portion of such year during which the Employee remained employed with Parent or such subsidiary to and including active employee rate until the earlier of (i) the date of termination of the Employee’s employment with Parent that C▇▇▇ becomes eligible for coverage under another group health plan or such subsidiary (in the case of a termination contemplated by Section 2(a)(i) of this Agreement) or otherwise is not eligible for continued coverage and (ii) the date expiration of the Term. DGSE agrees to and will pay the COBRA reimbursement amounts to C▇▇▇ on which the Employee is provided a monthly basis, with notice or otherwise becomes aware of Parent or such subsidiary’s failure so to retain the Employee (in the case of a termination contemplated by Section 2(a)(ii) of this Agreement, such bonus payment payments to be made by direct deposit to an account designated by C▇▇▇ or by check mailed to C▇▇▇ at substantially his last address on file with DGSE. The first such reimbursement payment shall be made in the same time first month in which C▇▇▇ has paid such premiums that is after the Effective Date (as defined in Paragraph 4(b)(iv)), and in substantially no event shall any reimbursements be paid following 60 days after the same manner (and minus applicable withholdings and payroll taxes) as Parent’s normal payroll practices in respect expiration of the payment Term. Additionally, DGSE shall (i) continue to provide C▇▇▇ with indemnification and rights thereto as set forth in Section 10 of similar bonuses. For the Employment Agreement (which Section 10 is incorporated herein by reference), DGSE agrees not to take any action that would or is intended to impair any Directors and Officers Liability Insurance coverage DGSE had in place for the benefit of DGSE’s executive level employees, including C▇▇▇, during his period of employment for DGSE, and DGSE agrees that, to the extent necessary to ensure C▇▇▇’▇ indemnification rights are fully protected, C▇▇▇ shall be considered (for purposes of this Section 2(b)indemnification only, and not for general agency purposes) through the prorated amount Separation Date to have been an “agent” of any bonus shall be determined DGSE as the term “agent” is defined or used in DGSE’s bylaws in regard to be a fractionDGSE’s power to indemnify C▇▇▇ hereunder, the numerator of which is the number of days in the fiscal year ending on the day specified in Section 2(b)(i) or (ii) continue to be bound by any obligation of DGSE with respect to assignment of the Employment Agreement set forth in Section 8.2 of the Employment Agreement (as applicablewhich Section 8.2 is incorporated herein by reference), and (iii) timely reimburse all DGSE charges incurred on DGSE AmEx accounts in C▇▇▇’▇ name in accordance with DGSE’s reimbursement policy as such policy existed as of the denominator of which is 365. (c) For the purposes Effective Date of this Agreement or as amended, provided any such amendment shall not reduce or diminish the reimbursement rights applicable to C▇▇▇, and following the end of the Term, DGSE shall cancel and remove C▇▇▇ from such accounts. C▇▇▇ understands, acknowledges and agrees that these benefits (and the other promises and undertakings of DGSE set out in this Agreement:) exceed what he is otherwise entitled to receive upon separation from employment under the circumstances described herein, and that these benefits are in exchange for executing this Agreement. C▇▇▇ further acknowledges no entitlement to any additional payment or consideration not specifically referenced in this Agreement. DGSE understands and agrees that the existence or application of any Directors and Officers Liability Insurance coverage shall not be a condition for DGSE’s obligation to indemnify C▇▇▇ as provided in this Agreement.