Common use of Separation from Employment Clause in Contracts

Separation from Employment. You will, upon separation from employment with the Company and its subsidiaries for any reason (such as termination, resignation, death or disability) (each, a “Separation”), receive such salary and other benefits as have accrued as of the date and time of Separation, and as may otherwise be required by law, as well as such Salary, bonuses and benefits as may be due and owing under this Agreement. Notwithstanding the forgoing, in the event that the Company determines in good faith that your Separation is not considered a “separation from service” under Treasury Regulation § 1.409A-1(h) because (a) you have not separated but have changed status to a part time employee, consultant or independent contractor performing more than 20% of the average level of bona fide services (whether as an employee, consultant or independent contractor) you performed over the immediately preceding 36-month period, or (b) you are continuing employment with another entity that is considered a single entity with the Company (“Employer Group”) under Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Code”), any Severance Benefits to which you may be entitled under other provisions of this Agreement shall begin immediately when your status changes such that the Company determines that you have “separated from service” under Treasury Regulation § 1.409A-1(h). For this purpose, service performed as an employee or as an independent contractor is counted, except that service as a member of the board of directors of a member of the Employer Group is not counted unless termination benefits under this Agreement are aggregated for purposes of Section 409A of the Code with benefits under any other Employer Group plan or agreement in which you also participate as a director. Notwithstanding any provisions of this Agreement to the contrary, if you are a “specified employee” (within the meaning of Section 409A of the Code and determined pursuant to procedures adopted by the Company) at the time of your separation from service and if any portion of the payments or benefits to be received by you upon separation from service would be considered deferred compensation under Section 409A of the Code, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following your separation from service shall instead be paid or made available, with interest at the Wall Street Journal prime rate as of the date of separation from service, on the earlier of (i) the first business day of the seventh month following the date of your separation from service or (ii) your death.

Separation from Employment. You will, upon separation from employment with the Company and its subsidiaries for any reason (such as termination, resignation, . death or disability) (each, a “"Separation”"), receive such salary and other benefits as have accrued as of the date and time of Separation, and as may otherwise be required by law, as well as such Salary, bonuses and benefits as may be due and owing under this Agreement. Notwithstanding the forgoing, in the event that the Company determines in good faith that your Separation is not considered a “"separation from service” " under Treasury Regulation § 1.409A-1(h) because (a) you have not separated but have changed status to a part time employee, consultant or independent contractor performing more than 20% of the average level of bona fide services (whether as an employee, consultant or independent contractor) you performed over the immediately preceding 36-month period, or (b) you are continuing employment with another entity that is considered a single entity with the Company (“"Employer Group”") under Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “"Code”"), any Severance Benefits to which you may be entitled under other provisions of this Agreement shall begin immediately when your status changes such that the Company determines that you have “"separated from service” " under Treasury Regulation § 1.409A-1(h1.409A-I (h). For this purpose, service performed as an employee or as an independent contractor is counted, except that service as a member of the board of directors of a member of the Employer Group is not counted unless termination benefits under this Agreement are aggregated for purposes of Section 409A of the Code with benefits under any other Employer Group plan or agreement in which you also participate as a director. Notwithstanding any provisions of this Agreement to the contrary, if you are a “"specified employee” " (within the meaning of Section 409A of the Code and determined pursuant to procedures adopted by the Company) at the time of your separation from service and if any portion of the payments or benefits to be received by you upon separation from service would be considered deferred compensation under Section 409A of the Code, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following your separation from service shall instead be paid or made available, with interest at the Wall Street Journal prime rate as of the date of separation from service, on the earlier of (i) the first business day of the seventh month following the date of your separation from service or (ii) your death.

Separation from Employment. You will, upon separation from Employee’s employment with the Company and its subsidiaries for any reason will end on the earliest to occur of: (such as termination, resignation, death or disabilityi) (each, a “Separation”), receive such salary and other benefits as have accrued as of the date and time of Separation, and as may otherwise be required by law, as well as such Salary, bonuses and benefits as may be due and owing under this Agreement. Notwithstanding the forgoing, in the event that the Company determines in good faith that your Separation is not considered on which a “separation from service” under Treasury Regulation § 1.409A-1(h) because (a) you have not separated but have changed status to a part time employee, consultant successor Chief Executive Officer begins his or independent contractor performing more than 20% of the average level of bona fide services (whether as an employee, consultant or independent contractor) you performed over the immediately preceding 36-month period, or (b) you are continuing her employment with another entity that is considered a single entity with the Company (such date, the “Employer GroupNew CEO Start Date”); (ii) under Section 414(b) the date of Employee’s death or the termination of Employee’s employment by the Company; or (ciii) the date that Xxxxxxxx resigns from his employment with the Company (such earliest date is referred to herein as the “Separation Date”). As of the Internal Revenue Code Separation Date, Employee will not have any further employment relationship with the Company, or any other Company Party, and Employee will be deemed to have automatically resigned from all officer and other positions with the Company and all director, officer and other positions of 1986each other Company Party (to the extent that Employee holds any such positions); provided, however, the parties agree that, as amended (of the “Code”)Separation Date, any Severance Benefits Employee shall continue to which you may be entitled under other provisions of this Agreement shall begin immediately when your status changes such that the Company determines that you have “separated from service” under Treasury Regulation § 1.409A-1(h). For this purpose, service performed as an employee or as an independent contractor is counted, except that service serve as a member of the board Board and Vice Chairman of directors the Board, with such service subject to the terms set forth in the Company’s Amended and Restated Bylaws as in effect from time to time (the “Bylaws”). For the period of time following the Separation Date that Employee serves as a member of the Employer Group is not counted unless termination benefits under this Agreement are aggregated for purposes of Section 409A of Board, Employee shall be eligible to receive non-employee director compensation (including annual Board retainers and equity awards) payable on the Code with benefits under any other Employer Group plan or agreement in which you also participate same terms as a director. Notwithstanding any provisions of this Agreement applicable to the contraryCompany’s other non-employee directors. For the current director compensation term (July 2021 – June 2022), if you are a “specified employee” (within the meaning of Section 409A of annual cash Board retainer is $50,000 and the Code and determined pursuant to procedures adopted by the Company) at the time of your separation from annual equity award value is $250,000, each prorated based on service and if any portion of the payments or benefits to be received by you upon separation from service would be considered deferred compensation under Section 409A of the Code, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following your separation from service shall instead be paid or made available, with interest at the Wall Street Journal prime rate as of the date of separation from service, on the earlier of (i) the first business day of the seventh month following the date of your separation from service or (ii) your deathterm.

Separation from Employment. You will, upon separation from employment with the Company and its subsidiaries for any reason (such as termination, resignation, death or disability) (each, a “"Separation”"), receive such salary and other benefits as have accrued as of the date and time of Separation, and as may otherwise be required by law, as well as such Salary, bonuses and benefits as may be due and owing under this Agreement. Notwithstanding the forgoing, in the event that the Company determines in good faith that your Separation is not considered a “"separation from service” " under Treasury Regulation § 1.409A-1(h) because (a) you have not separated but have changed status to a part time employee, consultant or independent contractor performing more than 20% of the average level of bona fide services (whether as an employee, consultant or independent contractor) you performed over the immediately preceding 36-month period, or (b) you are continuing employment with another entity that is considered a single entity with the Company (“"Employer Group”") under Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “"Code”"), any Severance Benefits to which you may be entitled under other provisions of this Agreement shall begin immediately when your status changes such that the Company determines that you have “"separated from service” " under Treasury Regulation § 1.409A-1(h1.409A-I (h). For this purpose, service performed as an employee or as an independent contractor is counted, except that service as a member of the board of directors of a member of the Employer Group is not counted unless termination benefits under this Agreement are aggregated for purposes of Section 409A of the Code with benefits under any other Employer Group plan or agreement in which you also participate as a director. Notwithstanding any provisions of this Agreement to the contrary, if you are a “"specified employee” " (within the meaning of Section 409A of the Code and determined pursuant to procedures adopted by the Company) at the time of your separation from service and if any portion of the payments or benefits to be received by you upon separation from service would be considered deferred compensation under Section 409A of the Code, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following your separation from service shall instead be paid or made available, with interest at the Wall Street Journal prime rate as of the date of separation from service, on the earlier of (i) the first business day of the seventh month following the date of your separation from service or (ii) your death.

Separation from Employment. You will, upon separation from employment with the Company and its subsidiaries for any reason (such as terminationtermination by the Company, resignation, death or disability) (each, a “"Separation”"), receive such salary and other benefits as have accrued as of the date and time of Separation, and as may otherwise be required by law, as well as such Salary, bonuses and benefits as may be due and owing under this Agreement. Notwithstanding the forgoing, in the event that the Company determines in good faith that your Separation is not considered a “"separation from service” " under Treasury Regulation § 1.409A-1(h) because (a) you have not separated but have changed status to a part time employee, consultant or independent contractor performing more than 20% of the average level of bona fide services (whether as an employee, consultant or independent contractor) you performed over the immediately preceding 36-month period, or (b) you are continuing employment with another entity that is considered a single entity with the Company (“"Employer Group”") under Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “"Code”"), any Severance Benefits to which you may be entitled under other provisions of this Agreement shall begin immediately when your status changes such that the Company determines that you have “"separated from service” " under Treasury Regulation § 1.409A-1(h1.409A-I (h). For this purpose, service performed as an employee or as an independent contractor is counted, except that service as a member of the board of directors of a member of the Employer Group is not counted unless termination benefits under this Agreement are aggregated for purposes of Section 409A of the Code with benefits under any other Employer Group plan or agreement in which you also participate as a director. Notwithstanding any provisions of this Agreement to the contrary, if you are a “"specified employee” " (within the meaning of Section 409A of the Code and determined pursuant to procedures adopted by the Company) at the time of your separation from service and if any portion of the payments or benefits to be received by you upon separation from service would be considered deferred compensation under Section 409A of the Code, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following your separation from service shall instead be paid or made available, with interest at the Wall Street Journal prime rate as of the date of separation from service, on the earlier of (i) the first business day of the seventh month following the date of your separation from service or (ii) your death.

Separation from Employment. You will, upon separation from employment with the Company and its subsidiaries for any reason (such as termination, resignation, death or disability) (each, a “Separation”), receive such salary and other benefits as have accrued as of the date and time of Separation, and as may otherwise be required by law, as well as such Salary, bonuses and benefits as may be due and owing under this Agreement. Notwithstanding the forgoing, in the event that the Company determines in good faith that your Separation is not considered a “separation from service” under Treasury Regulation § 1.409A-1(h) because (a) you have not separated but have changed status to a part time employee, consultant or independent contractor performing more than 20% of the average level of bona fide services (whether as an employee, consultant or independent contractor) you performed over the immediately preceding 36-month period, or (b) you are continuing employment with another entity that is considered a single entity with the Company (“Employer Group”) under Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Code”), any Severance Benefits to which you may be entitled under other provisions of this Agreement shall begin immediately when your status changes such that the Company determines that you have “separated from service” under Treasury Regulation § 1.409A-1(h1.409A-1 (h). For this purpose, service performed as an employee or as an independent contractor is counted, except that service as a member of the board of directors of a member of the Employer Group is not counted unless termination benefits under this Agreement are aggregated for purposes of Section 409A of the Code with benefits under any other Employer Group plan or agreement in which you also participate as a director. Notwithstanding any provisions of this Agreement to the contrary, if you are a “specified employee” (within the meaning of Section 409A of the Code and determined pursuant to procedures adopted by the Company) at the time of your separation from service and if any portion of the payments or benefits to be received by you upon separation from service would be considered deferred compensation under Section 409A of the Code, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following your separation from service shall instead be paid or made available, with interest at the Wall Street Journal prime rate as of the date of separation from service, on the earlier of (i) the first business day of the seventh month following the date of your separation from service or (ii) your death.

Separation from Employment. You will, upon separation from Executive’s employment with the Company and its subsidiaries for any reason affiliates terminated on October 23, 2017 (such as termination, resignation, death or disability) (each, a the “SeparationSeparation Date”). Executive acknowledges that the Company and its Affiliates (for purposes of this Separation Agreement, receive “Affiliate” shall mean “Affiliate” as defined in the Xxxxx Third Amended and Restated Executive Severance Plan, as amended and restated effective November 6, 2013 attached hereto as Attachment A (the “ESP”)) have paid all base salary, paid time off under Company policy and all other earned wages due to Executive through the Separation Date except for an amount in cash equal to $14,862.20, which will be paid (subject to any required withholdings and deductions) no later than three weeks following the Separation Date, and the Company shall pay Executive all expense reimbursements due to him in accordance with Company policy, provided that Executive submits such salary expense reimbursements within thirty (30) days following the Separation Date. Executive acknowledges and other benefits as have accrued agrees that (a) for all purposes his employment with and services to the Company and its Affiliates terminated in all respects as of the date and time Separation Date, without the necessity of Separationany further action, and as may otherwise be required by law, as well as such Salary, bonuses and benefits as may be due and owing under this Agreement. Notwithstanding the forgoing, in the event that the Company determines in good faith that your Separation is not considered a “separation Executive will automatically resign from service” under Treasury Regulation § 1.409A-1(h) because (a) you have not separated but have changed status to a part time employee, consultant or independent contractor performing more than 20% of the average level of bona fide services (whether as an employee, consultant or independent contractor) you performed over the immediately preceding 36-month period, or (b) you are continuing employment with another entity that is considered a single entity all positions with the Company (“Employer Group”) under Section 414(b) or (c) and its Affiliates, without necessity of the Internal Revenue Code of 1986any further action, as amended (the “Code”), any Severance Benefits to which you may be entitled under other provisions of this Agreement shall begin immediately when your status changes such that the Company determines that you have “separated from service” under Treasury Regulation § 1.409A-1(h). For this purpose, service performed as an employee or as an independent contractor is counted, except that service including as a member of the board Board of directors Directors of the Company and/or as a member of the Employer Group Board of Directors of any Affiliate of the Company, (b) Executive agrees to execute any additional documentation reasonably requested by the Company to effectuate such terminations and resignations, (c) following the Separation Date, Executive acknowledges and agrees that he is not counted unless termination benefits under this Agreement are aggregated for purposes of Section 409A authorized to hold himself out as employed by, or authorized to act on behalf of, the Company or its Affiliates, or to bind or make any commitments on behalf of the Code with benefits under any other Employer Group plan or agreement Company, and (d) except as expressly provided in which you also participate as a directorthis Separation Agreement including the attachments hereto, the Company will have no further obligation to Executive. Notwithstanding the foregoing, during the Severance Period (as defined below) Executive agrees that he will provide back-up certifications as reasonably requested by the Company to assist the Company’s principal executive officer to sign and certify any provisions of this Agreement filings required by law or any regulation, it being understood that such certificates shall apply only to periods during which Executive was employed by the Company prior to the contrary, if you are a “specified employee” (within the meaning of Section 409A of the Code and determined pursuant to procedures adopted by the Company) at the time of your separation from service and if any portion of the payments or benefits to be received by you upon separation from service would be considered deferred compensation under Section 409A of the Code, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following your separation from service shall instead be paid or made available, with interest at the Wall Street Journal prime rate as of the date of separation from service, on the earlier of (i) the first business day of the seventh month following the date of your separation from service or (ii) your deathSeparation Date.

Separation from Employment. You will, upon separation from employment with the Company and its subsidiaries for any reason (such as termination, resignation, death or disability) (each, a “Separation”), receive such salary and other benefits as have accrued as of the date and time of Separation, and as may otherwise be required by law, as well as such Salary, bonuses and benefits as may be due and owing under this Agreement. Notwithstanding the forgoing, in the event that the Company determines in good faith that your Separation is not considered a “separation from service” under Treasury Regulation § 1.409A-1(h) because (a) you have not separated but have changed status to a part time employee, consultant or independent contractor performing more than 20% of the average level of bona fide services (whether as an employee, consultant or independent contractor) you performed over the immediately preceding 36-month period, or (b) you are continuing employment with another entity that is considered a single entity with the Company (“Employer Group”) under Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Code”), any Severance Benefits to which you may be entitled under other provisions of this Agreement shall begin immediately when your status changes such that the Company determines that you have “separated from service” under Treasury Regulation § 1.409A-1(h1.409A-1 (h). For this purpose, service performed as an employee or as an independent contractor is counted, except that service as a member of the board of directors of a member of the Employer Group is not counted unless termination benefits under this Agreement are aggregated for purposes of Section 409A of the Code with benefits under any other Employer Group plan or agreement in which you also participate as a director. Notwithstanding any provisions of this Agreement to the contrary, if you are a “specified employee” (within the meaning of Section 409A of the Code and determined pursuant to procedures adopted by the Company) at the time of your separation from service and if any portion of the payments or benefits to be received by you upon separation from service would be considered deferred compensation under Section 409A of the Code, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following your separation from service shall instead be paid or made available, with interest at the Wall Street Journal prime rate as of the date of separation from service, on the earlier of (i) the first business day of the seventh month following the date of your separation from service or (ii) your death. For the avoidance of doubt, for purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.