Common use of Separation Payment Clause in Contracts

Separation Payment. If the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) by reason of a separation of the Executive’s employment by the Company without Cause, by the Executive for Good Reason, or upon the Death or Disability of the Executive, in addition to the Accrued Obligations, and subject to the conditions set forth in this Section 7(A)(i), the Company shall pay the Executive (or to the Executive’s heirs, beneficiaries or estate, as applicable) severance in an amount equal to the sum of two (2) times the Executive’s Annual Base Salary in effect immediately prior to the date the Executive separates from employment (the “Severance”), less taxes and other applicable withholdings, payable over a period of twenty-four (24) months, in twenty-four (24) equal installments. It shall be a condition to Executive’s right to receive the Severance that Executive (or the Executive’s heirs, beneficiaries, or estate, as applicable) execute and deliver to the Company an effective general release of claims in a form prescribed by the Company (the “Release”), within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the effective date of separation of employment, and that the Executive not revoke such Release during any applicable revocation period. Upon timely execution and delivery of the Release by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) to the Company, the installment payments of the Severance shall begin on the Company’s first regular payroll date that is after the later of the date on which the Executive delivered to the Company the Release signed by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end of any applicable revocation period (unless a longer period is required by law) and shall continue monthly thereafter (on the corresponding payroll date of each subsequent month) until the Severance is paid in full. Notwithstanding the foregoing, if the earliest payment commencement date determined under the preceding sentence is in one taxable year of the Executive and the latest possible payment commencement date is in a second taxable year of Executive, the first installment payment of the Severance shall be made on the Company’s first regular payroll date that is in the second taxable year and that is after the end of the applicable revocation period.

Separation Payment. If Upon termination of employment for any reason, the Executive incurs a “separation from service” shall be entitled to: (A) the sum of his annual Base Salary from the Company date of termination to be paid according to Section 4; (within B) any and all reasonable expenses paid or incurred by the meaning Executive in connection with and related to the performance of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 409A(a)(2)(A)(i8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the Internal Revenue Code date of 1986termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as amended and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) by reason of a separation of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment by is terminated prior to expiration of the Company without CauseEmployment Period (including due to his death or Disability, by as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for Good Reason, or upon the Death or Disability of the Executive, a Change in addition to the Accrued Obligations, Control as provided in Section 11(d) and subject to the conditions set forth in this Section 7(A)(i11(f)), the Company Executive shall pay the Executive (or be entitled to the Executive’s heirs, beneficiaries or estate, as applicable) severance in an receive a cash amount equal to the sum of two (2) times the Executive’s Base Salary, Annual Base Salary in effect Bonus and Share Awards earned during the year immediately prior to preceding the date the Executive separates from employment of termination (herein the “SeveranceSeparation Payment”), less taxes or the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder of the Employment Period then in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other applicable withholdingsobligations under Section 13 of this Agreement. Subject to the terms hereof, payable over a period 100% of twenty-four (24) months, in twenty-four (24) equal installments. It the Separation Payment shall be a condition to Executive’s right to receive the Severance that Executive paid within thirty (or 30) days of the Executive’s heirs, beneficiaries, or estate, as applicable) execute and deliver to the Company an effective general release termination of claims in a form prescribed by the Company employment (the “ReleaseInitial Payment”), within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the effective date of separation of employment, and provided that the Executive not revoke such Release during any applicable revocation period. Upon timely execution and delivery of the Release by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) to the Company, the installment payments of the Severance shall begin on the Company’s first regular payroll date that is after the later of the date on which the Executive delivered to the Company the Release signed by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end of any applicable revocation period (unless has executed a longer period is required by law) and shall continue monthly thereafter (on the corresponding payroll date of each subsequent month) until the Severance is paid in full. Notwithstanding the foregoing, if the earliest payment commencement date determined under the preceding sentence is in one taxable year of the Executive and the latest possible payment commencement date is in a second taxable year of Executive, the first installment payment of the Severance shall be made on the Company’s first regular payroll date that is in the second taxable year and that is after the end of the applicable revocation periodrelease.

Separation Payment. If Provided that the Transition Period has not been terminated early pursuant to Section 3 hereof, and in consideration for and conditioned upon the First Execution and the Second Execution (and Executive’s non-revocation thereof): a. Executive incurs shall be paid a “separation from service” from lump sum cash payment equal to the Company sum of (x) Executive’s then-current base salary of no less than $450,000 and (y) the Annual Bonus for the fiscal year ending December 31, 2022 of no less than $1,020,000, which shall be payable within sixty (60) days following the meaning Separation Date. b. All of Section 409A(a)(2)(A)(i) of Executive’s then-unvested equity shall be subject to the Internal Revenue Code of 1986terms and conditions as set forth in the award agreements evidencing such awards, as amended and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) by reason of a separation of the if Executive’s employment has been terminated by the Company without Causecause; provided that the restriction on Competition (as defined therein) shall not apply. c. If Executive is enrolled in Tiptree’s group medical, by dental and/or vision plans on the Separation Date, Executive may elect to continue Executive’s participation and that of Executive’s eligible dependents in those plans for Good Reason, or upon the Death or Disability a period of the Executive, in addition time pursuant to the Accrued Obligationsfederal law known as “COBRA” or similar applicable state law (together, “COBRA”). Executive may make such an election whether or not Executive accepts this Agreement. However, if Executive accepts this Agreement and subject Executive timely elects to continue Executive’s participation and that of Executive’s eligible dependents under COBRA, Tiptree will pay Executive’s portion of Executive’s monthly premiums that is above the rate paid by active Tiptree employees (the “Monthly Premium Reimbursement”), until the earlier of (i) eighteen (18) months or (ii) the date Executive becomes eligible for coverage with a subsequent employer. In the event that Executive elects to waive COBRA coverage and enrolls in Medicare supplemental coverage or individual market coverage or elects a combination thereof (whether individually or through her LLC), Tiptree shall pay an amount not to exceed the Monthly Premium Reimbursement toward the cost of premiums for such coverage. d. For the avoidance of any doubt, Executive or her estate shall be entitled to the conditions payments and benefits set forth in this Section 7(A)(i2 if (i) her employment ends as a result of her death or Disability (as defined in the Employment Agreement), the Company shall pay the Executive (or to the Executive’s heirs, beneficiaries or estate, as applicableii) severance in an amount equal to the sum of two (2) times the Executive’s Annual Base Salary in effect immediately prior to the date the Executive separates from her employment (the “Severance”), less taxes and other applicable withholdings, payable over a period of twenty-four (24) months, in twenty-four (24) equal installments. It shall be a condition to Executive’s right to receive the Severance that Executive (or the Executive’s heirs, beneficiaries, or estate, as applicable) execute and deliver to the Company an effective general release of claims in a form prescribed by the Company (the “Release”), within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the effective date of separation of employment, and that the Executive not revoke such Release during ends for any applicable revocation period. Upon timely execution and delivery of the Release by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) to the Company, the installment payments of the Severance shall begin on the Company’s first regular payroll date that is reason after the later of the date on which the Executive delivered to the Company the Release signed by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end of any applicable revocation period (unless a longer period is required by law) and shall continue monthly thereafter (on the corresponding payroll date of each subsequent month) until the Severance is paid in full. Notwithstanding the foregoing, if the earliest payment commencement date determined under the preceding sentence is in one taxable year of the Executive and the latest possible payment commencement date is in a second taxable year of Executive, the first installment payment of the Severance shall be made on the Company’s first regular payroll date that is in the second taxable year and that is after Transition Date but before the end of the applicable revocation Project Period; (iii) or if the Company materially breaches this Agreement and such breach has not been cured within 30 days of written notice provided by Executive to the Company within 90 days of the occurrence of such breach and provided that Executive terminates her employment within 60 days of the expiration of such cure period.

Separation Payment. If Provided that Employee (i) executes this Agreement on or after the Executive incurs Separation Date and returns a “separation from service” from copy of this Agreement signed by Employee to the Company care of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel, at ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ so that it is received by ▇▇. ▇▇▇▇▇▇▇ no later than April 19, 2024; (within the meaning of Section 409A(a)(2)(A)(iii) of the Internal Revenue Code of 1986, does not exercise Employee’s revocation right as amended and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) by reason of a separation of the Executive’s employment by the Company without Cause, by the Executive for Good Reason, or upon the Death or Disability of the Executive, in addition to the Accrued Obligations, and subject to the conditions set forth in Section 18 below; and (iii) abides by each of Employee’s commitments set forth herein, then: (a) The Company shall pay to Employee a total amount equal to $648,000, less applicable taxes and withholdings (the “Separation Payment”), which amount represents twelve (12) months’ worth of Employee’s base salary as in effect immediately prior to the Separation Date plus 100% of Employee’s target bonus under the STI Plan (as defined in the Employment Agreement) for 2024. The Separation Payment shall be paid in twenty-six (26)substantially equal installments paid over twelve (12) months following the Separation Date. On the Company’s first regularly scheduled pay date that comes after the day that this Section 7(A)(iAgreement has been timely signed by Employee and returned to the Company as set forth above and the Release Revocation Period (as defined below) has expired without Employee having exercised Employee’s revocation right (such date, the “First Payment Date”), the Company shall pay to Employee, without interest, a number of installments of the Executive (or to the Executive’s heirs, beneficiaries or estate, as applicable) severance in an amount Separation Payment equal to the sum number of two (2) times such installments that would have been paid during the Executive’s Annual Base Salary in effect immediately prior to period beginning on the date Separation Date and ending on the Executive separates from employment (First Payment Date had the “Severance”), less taxes and other applicable withholdings, payable over a period of twenty-four (24) months, in twenty-four (24) equal installments. It shall be a condition to Executive’s right to receive the Severance that Executive (or the Executive’s heirs, beneficiaries, or estate, as applicable) execute and deliver to the Company an effective general release of claims in a form prescribed by the Company (the “Release”), within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the effective date of separation of employment, and that the Executive not revoke such Release during any applicable revocation period. Upon timely execution and delivery of the Release by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) to installments been paid on the Company, the installment payments of the Severance shall begin ’s regular bi-weekly pay dates commencing on the Company’s first regular payroll regularly scheduled pay date following the Separation Date, and each of the remaining installments shall be paid on a bi-weekly basis thereafter. (b) The Company shall pay to Employee a pro-rated portion of the bonus under the STI Plan that is after Employee would have been paid for 2024 (the “Pro-Rata Bonus Payment”), which Pro-Rata Bonus Payment, if any, shall be paid (if the applicable criteria for earning a bonus under the STI Plan are satisfied for 2024, other than the requirement with respect to continued employment through the applicable payment date), at the same time bonuses under the STIP Plan for 2024 are paid to similarly situated employees of the Company, but no later than March 15, 2025. (c) If, during any portion of the fifteen- (15-) month period following the Separation Date (the “Reimbursement Period”) Employee elects, within the time period prescribed pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to continue coverage under the Company’s group health plans pursuant to COBRA for Employee and Employee’s eligible dependents, then the Company will reimburse Employee on a monthly basis for the difference between the premiums that Employee pays to effect and continue such coverage and the employee contribution amount that similarly situated employees of the Company pay for the same or similar coverage under such group health plans (the “COBRA Reimbursements”). The COBRA Reimbursements will be made to Employee on the Company’s first regularly scheduled pay date in the calendar month immediately following the calendar month in which Employee submits to the Company documentation of the applicable premium having been paid by Employee, which documentation shall be submitted by Employee to the Company within thirty (30) days following the date on which the Executive delivered applicable premium is paid. Employee shall be eligible to receive the COBRA Reimbursements until the earliest of: (i) the last date of the Reimbursement Period; (ii) the date Employee is no longer eligible to receive COBRA continuation coverage, and (iii) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall promptly be reported to the Company Company). Employee acknowledges and agrees that the Release signed by election of continuation coverage pursuant to COBRA and the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end payment of any applicable revocation period (unless a longer period is required by law) premiums due with respect to such continuation coverage will remain Employee’s sole responsibility, and the Company shall continue monthly thereafter (on the corresponding payroll date not assume any obligation for payment of each subsequent month) until the Severance is paid in fullany such premiums relating to such COBRA continuation coverage. Notwithstanding the foregoing, if the earliest payment commencement date determined under the preceding sentence is in one taxable year provision of the Executive benefits described in this paragraph cannot be provided in the manner described above without penalty, tax or other adverse impact on the Company or any other member of the Company Group, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide substantially equivalent benefits to Employee without such adverse impact on the Company or such other member of the Company Group. The Separation Payment, Pro-Rata Bonus Payment, and the latest possible payment commencement date is in a second taxable year of Executive, COBRA Reimbursements are collectively referred to herein as the first installment payment of the Severance shall be made on the Company’s first regular payroll date that is in the second taxable year and that is after the end of the applicable revocation period“Separation Benefits.”

Separation Payment. If the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) by reason of a separation of the Executive’s employment by the Company without Cause, by the Executive for Good Reason, or upon the Death or Disability of the Executive, in addition to the Accrued Obligations, and subject to the conditions set forth in this Section 7(A)(i), the Company shall pay the Executive (or to the Executive’s heirs, beneficiaries or estate, as applicable) severance in an amount equal to the sum of two (2) times one-half the Executive’s Annual Base Salary in effect immediately prior to the date the Executive separates from employment (the “Severance”), less taxes and other applicable withholdings, payable over a period of twenty-four six (246) months, in twenty-four six (246) equal installments. It shall be a condition to Executive’s right to receive the Severance that Executive (or the Executive’s heirs, beneficiaries, or estate, as applicable) execute and deliver to the Company an effective general release of claims in a form prescribed by the Company (the “Release”), within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the effective date of separation of employment, and that the Executive not revoke such Release during any applicable revocation period. Upon timely execution and delivery of the Release by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) to the Company, the installment payments of the Severance shall begin on the Company’s first regular payroll date that is after the later of the date on which the Executive delivered to the Company the Release signed by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end of any applicable revocation period (unless a longer period is required by law) and shall continue monthly thereafter (on the corresponding payroll date of each subsequent month) until the Severance is paid in full. Notwithstanding the foregoing, if the earliest payment commencement date determined under the preceding sentence is in one taxable year of the Executive and the latest possible payment commencement date is in a second taxable year of Executive, the first installment payment of the Severance shall be made on the Company’s first regular payroll date that is in the second taxable year and that is after the end of the applicable revocation period.

Separation Payment. If the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) by reason of a separation of the Executive’s employment by the Company without Cause, by the Executive for Good Reason, or upon the Death or Disability of the Executive, in addition to the Accrued Obligations, and subject to the conditions set forth in this Section 7(A)(i), the Company shall pay the Executive (or to the Executive’s heirs, beneficiaries or estate, as applicable) severance in an amount equal to the sum of two one (21) times the Executive’s Annual Base Salary in effect immediately prior to the date the Executive separates from employment (the “Severance”), less taxes and other applicable withholdings, payable over a period of twenty-four twelve (2412) months, in twenty-four (24twelve ) equal installments. It shall be a condition to Executive’s right to receive the Severance that Executive (or the Executive’s heirs, beneficiaries, or estate, as applicable) execute and deliver to the Company an effective general release of claims in a form prescribed by the Company (the “Release”), within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the effective date of separation of employment, and that the Executive not revoke such Release during any applicable revocation period. Upon timely execution and delivery of the Release by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) to the Company, the installment payments of the Severance shall begin on the Company’s first regular payroll date that is after the later of the date on which the Executive delivered to the Company the Release signed by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end of any applicable revocation period (unless a longer period is required by law) and shall continue monthly thereafter (on the corresponding payroll date of each subsequent month) until the Severance is paid in full. Notwithstanding the foregoing, if the earliest payment commencement date determined under the preceding sentence is in one taxable year of the Executive and the latest possible payment commencement date is in a second taxable year of Executive, the first installment payment of the Severance shall be made on the Company’s first regular payroll date that is in the second taxable year and that is after the end of the applicable revocation period.

Separation Payment. If In consideration for the EXECUTIVE’s execution of this Agreement, the COMPANY shall provide (or cause to be provided), for the benefit of the EXECUTIVE, a one-time cash payment in the aggregate of $1,450,000.00 (the “Separation Payment”), paid on or before the first regularly-scheduled payroll date of the COMPANY that is processed following the EXECUTIVE’s execution and delivery to the COMPANY of this Agreement. The date the Separation Payment is received by EXECUTIVE pursuant to the terms of this Paragraph 1 shall be referred to herein as the “Payment Date.” Payment of the Separation Payment to the EXECUTIVE shall constitute a full and valid discharge of the COMPANY’s payment obligation pursuant to this Agreement. The Separation Payment and other consideration described herein represents a settlement of any and all claims the EXECUTIVE or any of the EXECUTIVE Releasing Parties have or ever had against the COMPANY or any of the COMPANY Released Parties (as defined in Paragraph 4(a)) from the beginning of time to the Effective Date, except for the Indemnification Rights (as defined in Paragraph 3) and the Executive incurs a “separation from service” from the Company Protections (within the meaning of Section 409A(a)(2)(A)(ias defined in Paragraph 4(d)). (a) of the Internal Revenue Code of 1986, as amended and Treasury Regulation Section 1.409A-1(h)) (a “The Separation from Service”) by reason of a separation of the Executive’s employment by the Company without Cause, by the Executive for Good Reason, or upon the Death or Disability of the Executive, in addition Payment will be paid to the Accrued ObligationsEXECUTIVE through the COMPANY’s payroll, less applicable tax withholding. (b) The EXECUTIVE acknowledges and agrees that: (i) the Separation Payment and other consideration that she is receiving pursuant to this Agreement constitute just and sufficient consideration for the waivers, releases, and subject to promises set forth herein; (ii) the conditions consideration set forth in this Section 7(A)(iAgreement constitutes full accord and satisfaction for all amounts due and owing to the EXECUTIVE, including, but not limited to, all salary, draw, incentive compensation, commissions, bonuses, wages, overtime, expense reimbursements, or other payments or forms of remuneration of any kind or nature, except for the Accrued Obligations (as defined in Paragraph 3), the Company shall pay Indemnification Rights (as defined in Paragraph 3), and the Executive Protections (or to as defined in Paragraph 4(d)); and (iii) the Executive’s heirs, beneficiaries or estate, as applicable) severance in EXECUTIVE has consulted with an amount equal to the sum of two (2) times the Executive’s Annual Base Salary in effect immediately prior to the date the Executive separates from employment (the “Severance”), less taxes and other applicable withholdings, payable over a period of twenty-four (24) months, in twenty-four (24) equal installments. It shall be a condition to Executive’s right to receive the Severance that Executive (or the Executive’s heirs, beneficiaries, or estate, as applicable) execute and deliver to the Company an effective general release of claims in a form prescribed by the Company (the “Release”), within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the effective date of separation of employment, and that the Executive not revoke such Release during any applicable revocation period. Upon timely execution and delivery of the Release by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) to the Company, the installment payments of the Severance shall begin on the Company’s first regular payroll date that is after the later of the date on which the Executive delivered to the Company the Release signed by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end of any applicable revocation period (unless a longer period is required by law) and shall continue monthly thereafter (on the corresponding payroll date of each subsequent month) until the Severance is paid in full. Notwithstanding the foregoing, if the earliest payment commencement date determined under the preceding sentence is in one taxable year of the Executive and the latest possible payment commencement date is in a second taxable year of Executive, the first installment payment of the Severance shall be made on the Company’s first regular payroll date that is in the second taxable year and that is after the end of the applicable revocation periodattorney before executing this Agreement.

Separation Payment. If The Company and Executive hereby agree that, contingent upon Executive’s execution and non-revocation of and compliance with this Agreement, Executive will be entitled to the benefits described in this Section 2, which equal the benefits to which Executive incurs a “separation from service” from the Company (within the meaning of would be entitled under Section 409A(a)(2)(A)(i8(c) of the Internal Revenue Code Employment Agreement (“Involuntary Termination in Connection with a Change in Control”). Conditioned upon Executive’s execution and non-revocation of 1986and compliance with this Agreement, as amended including the releases and Treasury Regulation covenants that form a material part of this Agreement, which Agreement shall have become effective and irrevocable on the seventh (7th) day following the date Executive executes this Agreement (the “Release Effective Date”), and, contingent upon this Agreement becoming so effective, the Company shall provide to Executive the following payments, which are consistent with Section 1.409A-1(h)8(c) (a “Separation from Service”) by reason of a separation of the Employment Agreement: (a) An amount equal to $415,000, which represents twelve (12) months of Executive’s employment by base salary at the Company without Cause, by the Executive for Good Reason, or upon the Death or Disability rate in effect as of the Executive, Separation Date. Such payment shall be paid in addition to substantially equal installments on the Accrued Obligations, Company’s regular payroll schedule and subject to standard deductions and withholdings over the conditions twelve (12) month period following the Separation Date (the “Severance Period”). The first payment with respect to the amounts set forth above in this Section 7(A)(i)2(a) shall occur within seven (7) business days following the Release Effective Date and shall include any salary continuation payments that Executive would have received on or prior to the Release Effective Date but for the delay that occurs while waiting for this Agreement to become effective and irrevocable. (b) Accelerated vesting of 8939 stock options, which Executive acknowledges and agrees represents all of the stock options granted to Executive prior to the Separation Date that are unvested and outstanding as of the Separation Date. Such stock options, as well as all stock options that are otherwise vested and outstanding as of the Separation Date, shall remain outstanding and exercisable for the “Exercise Period” (as defined below) in accordance with the terms of the Company’s 2016 Equity Incentive Plan and the applicable stock option agreement. (c) Subject to Executive’s eligibility and timely election to continue health insurance coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following the Separation Date, the Company shall pay the COBRA group health insurance premiums for Executive (or to the and Executive’s heirs, beneficiaries or estate, as applicableeligible dependents until the earliest of (i) severance in an amount equal to the sum of two (2) times the Executive’s Annual Base Salary in effect immediately prior to the date the Executive separates from employment (the “Severance”), less taxes and other applicable withholdings, payable over a period of twenty-four (24) months, in twenty-four (24) equal installments. It shall be a condition to Executive’s right to receive the Severance that Executive (or the Executive’s heirs, beneficiaries, or estate, as applicable) execute and deliver to the Company an effective general release of claims in a form prescribed by the Company (the “Release”), within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the effective date of separation of employment, and that the Executive not revoke such Release during any applicable revocation period. Upon timely execution and delivery of the Release by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) to the Company, the installment payments close of the Severance Period, (ii) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Such payment shall begin be paid in substantially equal installments on the Company’s first regular payroll schedule and subject to standard deductions and withholdings during the Severance Period. (d) For purposes of this Agreement, the “Exercise Period” means the period commencing on the Separation Date and ending upon the earlier to occur between (i) the expiration date that is applicable to the stock option set forth in the applicable stock option agreement (the “Expiration Date”) and (ii) three (3) months after the later Separation Date; provided, however, that if during any part of such three (3) month period the stock option is not exercisable solely because of the date on which condition set forth in Section 6 of the Executive delivered to applicable stock option agreement (the “Securities Law Compliance”) the stock option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the Separation Date; provided further, if during any part of such three (3) month period, the sale of any common stock of the Company the Release signed by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end of any applicable revocation period (unless a longer period is required by law) and shall continue monthly thereafter (on the corresponding payroll date of each subsequent month) until the Severance is paid in full. Notwithstanding the foregoing, if the earliest payment commencement date determined under the preceding sentence is in one taxable year received upon exercise of the Executive and the latest possible payment commencement date is in a second taxable year of Executive, the first installment payment of the Severance shall be made on stock option would violate the Company’s first regular payroll date that is in ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, then the second taxable year and that is stock option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the end Separation Date during which the sale of the applicable revocation periodcommon stock of the Company received upon exercise of the stock option would not be in violation of the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy.

Separation Payment. If Provided that Employee (x) executes this Agreement and returns it to the Executive incurs a “separation from service” from the Company (within the meaning Company, care of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986General Counsel, as amended and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) by reason of a separation of the Executive’s employment 14701 Hertz ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, so that it is received by the Company without Causeno later than the close of business on May 6, by 2019, and does not revoke his acceptance of this Agreement pursuant to Section 7(d); and (y) honors each of Employee’s commitments set forth herein, then: (a) The Company shall provide Employee with a lump sum payment of $262,500, less applicable taxes and withholdings (the Executive for Good Reason“Cash Payment”), or upon which Cash Payment shall be provided no later than the Death or Disability Company’s first regular pay date after the expiration of Release Revocation Period (as defined below). (b) During the portion, if any, of the Executivetwelve (12)-month period following the Separation Date (the “Reimbursement Period”) that Employee elects to continue coverage for Employee and Employee’s spouse and eligible dependents, in addition if any, under the Company’s group health plans pursuant to the Accrued Obligations, and subject to the conditions set forth in this Section 7(A)(iConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall promptly reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage and the employee contribution amount that similarly situated employees of the Company pay for the Executive (same or to the Executive’s heirs, beneficiaries or estate, as applicable) severance in an amount equal to the sum of two (2) times the Executive’s Annual Base Salary in effect immediately prior to the date the Executive separates from employment similar coverage under such group health plans (the “SeveranceCOBRA Benefit”), less taxes and other applicable withholdings, payable over a period . Each payment of twenty-four (24) months, in twenty-four (24) equal installments. It the COBRA Benefit shall be a condition paid to Executive’s right to receive the Severance that Executive (or the Executive’s heirs, beneficiaries, or estate, as applicable) execute and deliver to the Company an effective general release of claims in a form prescribed by the Company (the “Release”), within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the effective date of separation of employment, and that the Executive not revoke such Release during any applicable revocation period. Upon timely execution and delivery of the Release by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) to the Company, the installment payments of the Severance shall begin Employee on the Company’s first regular payroll regularly scheduled pay date that is after in the later calendar month immediately following the calendar month in which Employee submits to the Company documentation of the applicable premium payment having been paid by Employee, which documentation shall be submitted by Employee to the Company within thirty (30) days following the date on which the Executive delivered applicable premium payment is paid. Employee shall be eligible to receive such reimbursement payments until the earliest of: (i) the last day of the Reimbursement Period; (ii) the date Employee is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Employee 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 Employee); provided, however, that the Release signed by election of COBRA continuation coverage and the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end payment of any applicable revocation period (unless a longer period is required by law) and premiums due with respect to such COBRA continuation coverage shall continue monthly thereafter (on the corresponding payroll date of each subsequent month) until the Severance is paid in full. Notwithstanding the foregoingremain Employee’s sole responsibility, if the earliest payment commencement date determined under the preceding sentence is in one taxable year of the Executive and the latest possible payment commencement date is in a second taxable year of Executive, the first installment Company shall not assume any obligation for payment of any such premiums relating to such COBRA continuation coverage. (c) The Company shall provide Employee with a lump sum payment equal to Employee’s six (6) weeks of accrued but unused vacation, less applicable taxes and withholdings (the Severance “Vacation Payment”), which Vacation Payment shall be made on provided no later than the Company’s first regular payroll pay date that is in the second taxable year and that is after the end expiration of the applicable revocation periodRelease Revocation Period (as defined below).

Separation Payment. If the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) by reason of a separation of the Executive’s employment by the Company without Cause, by the Executive for Good Reason, or upon the Death or Disability of the Executive, in addition to the Accrued Obligations, and subject to the conditions set forth in this Section 7(A)(i), the Company shall pay the Executive (or to the Executive’s heirs, beneficiaries or estate, as applicable) severance in an amount equal to the sum of two one (21) times time the Executive’s Annual Base Salary in effect immediately prior to the date the Executive separates from employment (the “Severance”), less taxes and other applicable withholdings, payable over a period of twenty-four twelve (2412) months, in twenty-four twelve (2412) equal installments. It shall be a condition to Executive’s right to receive the Severance that Executive (or the Executive’s heirs, beneficiaries, or estate, as applicable) execute and deliver to the Company an effective general release of claims in a form prescribed by the Company (the “Release”), within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the effective date of separation of employment, and that the Executive not revoke such Release during any applicable revocation period. Upon timely execution and delivery of the Release by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) to the Company, the installment payments of the Severance shall begin on the Company’s first regular payroll date that is after the later of the date on which the Executive delivered to the Company the Release signed by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end of any applicable revocation period (unless a longer period is required by law) and shall continue monthly thereafter (on the corresponding payroll date of each subsequent month) until the Severance is paid in full. Notwithstanding the foregoing, if the earliest payment commencement date determined under the preceding sentence is in one taxable year of the Executive and the latest possible payment commencement date is in a second taxable year of Executive, the first installment payment of the Severance shall be made on the Company’s first regular payroll date that is in the second taxable year and that is after the end of the applicable revocation period.

Separation Payment. If Employee is a signatory under an Executive Severance Agreement dated February 12, 2008 and agreed to all the terms and conditions of that Severance Agreement. The Employee’s termination from Matrix is a triggering event for payment of the severance benefit set forth in the Executive incurs a “separation from service” from Severance Agreement. In consideration for participation in the Company (within the meaning of Section 409A(a)(2)(A)(i) Executive Severance Agreement and in consideration of the Internal Revenue Code of 1986representations, as amended covenants and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) by reason of a separation mutual promises set forth in this Agreement, the severance benefit shall consist of the Executivefollowing: (i) MATRIX will pay Employee (A) one (1) year’s employment base salary plus (B) the average of bonuses paid to Employee in the two (2) prior calendar years and the bonus that Employee would have received for the current calendar year, in each case, less customary payroll deductions (the “Severance Pay”). Employee will receive the Severance Pay referred to in clause (A) above in a lump sum seven (7) days after his execution of this Agreement unless this Agreement is otherwise revoked in accordance with Paragraph 5 below. Employee will receive the Severance Pay referred to in clause (B) above no later than ten (10) days following certification of the bonus amounts for fiscal 2014 by the Company without Cause, by the Executive for Good Reason, or upon the Death or Disability Compensation Committee of the ExecutiveBoard of Directors of MATRIX, in addition which is expected to take place on August 26, 2014. (ii) MATRIX will provide Employee with an outplacement allowance consisting of the Accrued Obligations, following and subject to the conditions set forth in this Section 7(A)(i), the Company shall pay the Executive (or following conditions: Reimbursement to the Executive’s heirsentity that provides outplacement services to Employee for the actual costs of reasonable outplacement services directly related to the termination of employment hereunder, beneficiaries or estatewhich expenses (A) are incurred and the invoice received by MATRIX no later than December 31, 2014; (B) are no greater than the maximum amount of $5,000 in the aggregate and (C) have been approved by MATRIX in advance of such expenditures. Such reimbursement shall be paid on a timely basis following submission of invoices properly substantiating such expenses. Outplacement services may consist of any services which are customarily provided to departing employees, including with limitation, assistance with resume preparation, training with respect to modern job searching techniques and coaching with respect to employment interviews. (iii) MATRIX will reimburse Employee for the payments Employee makes for COBRA coverage for a period ending on December 31, 2014, provided Employee timely elects and pays for continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as applicable) severance in an amount equal to the sum of two amended (2) times the Executive’s Annual Base Salary in effect immediately prior to the date the Executive separates from employment (the “Severance”), less taxes and other applicable withholdings, payable over a period of twenty-four (24) months, in twenty-four (24) equal installments. It shall be a condition to Executive’s right to receive the Severance that Executive (or the Executive’s heirs, beneficiaries, or estate, as applicable) execute and deliver to the Company an effective general release of claims in a form prescribed by the Company (the “ReleaseCOBRA”), within twenty-one (21) days (orthe time period prescribed pursuant to COBRA. COBRA reimbursements will be made by MATRIX to Employee consistent with MATRIX’s normal expense reimbursement policy, provided that Employee submits documentation to the extent required by law, forty-five (45) days) following the effective date of separation of employment, and that the Executive not revoke such Release during any applicable revocation period. Upon timely execution and delivery of the Release by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) to the Company, the installment MATRIX substantiating his payments of the Severance shall begin on the Company’s first regular payroll date that is after the later of the date on which the Executive delivered to the Company the Release signed by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end of any applicable revocation period (unless a longer period is required by law) and shall continue monthly thereafter (on the corresponding payroll date of each subsequent month) until the Severance is paid in fullfor COBRA coverage. Notwithstanding the foregoing, if Employee, Employee’s spouse, or Employee’s dependent becomes eligible to be covered by any other employer-sponsored group health plan or becomes eligible for coverage under any government-sponsored health plan, reimbursement of COBRA premiums provided under this clause (iii) shall cease. Paragraphs (i) through (iii) together represent consideration for the earliest payment commencement date determined representations, agreements, waivers, and releases set forth herein, and upon the terms and conditions herein described (“Separation Payment”). Employee further acknowledges and agrees that this Separation Payment includes consideration to which he would not otherwise be entitled but for this Agreement. Employee understands and agrees that MATRIX is under no obligation to offer, pay, or tender The Separation Payment unless and until the preceding sentence is in one taxable year of Employee executes and signs this Agreement and knowingly and voluntarily releases the Executive and the latest possible payment commencement date is in a second taxable year of Executive, the first installment claims described herein. The Parties agree that payment of the Severance Separation Payment shall not be made on the Company’s first regular payroll date that is in the second taxable year and that is after the end construed as an admission of the applicable revocation periodliability for any alleged damages or wrongdoing by MATRIX.

Separation Payment. If (i) Employer will pay Employee the Executive incurs a “separation from service” from gross amount of Thirty-Nine Thousand Four Hundred Eighty Three and 33/100 Dollars ($39,483.33), less applicable taxes and withholdings, which amount will be paid in consecutive semi monthly installments of Nine Thousand Eight Hundred Seventy and 83/100 Dollars ($9,870.83), less applicable taxes and withholdings, until paid in full. Payment will be made on Employer’s regular semi monthly paydays, commencing with the Company (within first regular semi monthly payday of Employer that occurs after the meaning Employee timely signs and delivers this Agreement to Employer. The final installment may be less than the regular semi monthly installments to the extent necessary so as not to exceed the gross amount to be paid to Employee. Employer’s obligation to pay Employee the above payment, and Employee’s right to receive and retain the same, shall be subject to Employee’s adherence to the terms and conditions of this Agreement. The payments are subject to modification with the approval of Employee to comply with Section 409A(a)(2)(A)(i) 409A of the Internal Revenue Code of 1986, as amended amended. (ii) Employee’s health and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) by reason of a separation medical benefits in effect as of the ExecutiveEffective Date shall terminate effective December 31, 2011. Thereafter, Employee may choose to continue health and medical coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Employee will be responsible for the payment of COBRA benefits should she elect to continue health coverage under COBRA after December 31, 2011. Employee agrees that the qualifying event for electing to continue Employee’s employment by health and medical benefits under COBRA is the Company without CauseEffective Date. Notwithstanding, by the Executive for Good Reasonprovided Employee timely elects to continue Employee’s health and medical benefits under COBRA, or upon the Death or Disability of the Executive, in addition to the Accrued Obligations, and subject to the conditions set forth in this Section 7(A)(i), the Company Employer shall pay for the Executive months of January and February 2012 that portion of Employee’s health and medical benefit costs that Employer would have paid had Employee continued to remain employed by Employer. Employee shall be responsible for her portion of health and medical benefit costs (or to the Executive’s heirs, beneficiaries or estate, as applicable) severance in an amount equal to the sum of two (2) times the Executive’s Annual Base Salary in effect immediately she would have paid prior to the date Effective Date) for the Executive separates from employment (the “Severance”), less taxes months of January and other applicable withholdings, payable over a period of twenty-four (24) months, in twenty-four (24) equal installments. It February 2012 and shall be a condition to Executive’s right to receive the Severance that Executive (or the Executive’s heirs, beneficiaries, or estate, as applicable) execute responsible for all health and deliver to the Company an effective general release of claims in a form prescribed by the Company (the “Release”), within twenty-one (21) days (or, medical costs to the extent required by law, forty-five (45) days) following the effective date of separation of employment, and that the Executive not revoke such Release during any applicable revocation period. Upon timely execution and delivery of the Release by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) to the Company, the installment payments of the Severance shall begin on the Company’s first regular payroll date that is after the later of the date on which the Executive delivered to the Company the Release signed by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end of any applicable revocation period (unless a longer period is required by law) and shall continue monthly thereafter (on the corresponding payroll date of each subsequent month) until the Severance is paid in full. Notwithstanding the foregoing, if the earliest payment commencement date determined under the preceding sentence is in one taxable year of the Executive and the latest possible payment commencement date is in a second taxable year of Executive, the first installment payment of the Severance shall be made on the Company’s first regular payroll date that is in the second taxable year and that is after the end of the applicable revocation periodshe maintains COBRA continuation coverage beyond February 2012.