Common use of Separation Payments Clause in Contracts

Separation Payments. For the one-year period beginning on the day after the Termination Date and ending on the first anniversary of the Termination Date (the "Separation Pay Period"), you will continue to be entitled to your current annual base salary of One Hundred and Eighty Five Thousand Dollars ($185,000) per annum, which will be paid to you in accordance with the Company's standard payroll procedures (but in no event any less frequently than monthly), less any and all applicable withholdings. In addition, during the Separation Pay Period you will be paid an expense allowance of Nine Thousand Dollars ($9,000) as provided for in Section 2(e) of the Employment Agreement. For convenience, this expense allowance will be paid to you in regular installments as if it were part of (but in addition to) your salary. Also, you will be entitled to receive (x) if any, an annual bonus pursuant to Section 2(b) of the Employment Agreement relating in any manner to fiscal year 2007 (irrespective of payment date) in an amount equal to such bonus paid to any other Company executive officer, and (y) in the event the Acquisition and Merger are consummated, a special transaction bonus recognizing your efforts with regard to the Acquisition and the Merger in an amount equal to $50,000. Notwithstanding the preceding paragraph, in order to comply with Section 409A of the Internal Revenue Code ("Section 409A"), no payment under this Section 2(a) will be made to you during the six-month period immediately following the Termination Date. Instead, on the first day of the seventh month following the Termination Date, all amounts that otherwise would have been paid to you during that six-month period, but were not due as a result of this provision, will be paid to you in a single lump-sum payment (without any interest with respect to that six-month period). This six-month delay will cease to be applicable if you die before the six-month period has elapsed. In the event that any subsequent guidance or clarification is issued by the Internal Revenue Service or Treasury Department that allows the Company to definitively conclude that 409A's six-month wait or a portion thereof is not applicable in this instance, including because the amounts paid to you under this Agreement are actually exempt from 409A rather than subject to 409A, then the Company hereby agrees that it will amend this agreement to eliminate the maximum affected portion of the six-month wait.

Separation Payments. For (a) By the onelater of (i) the date that is seven (7) calendar days from Termination Date, and (ii) the Company’s next regular payroll date following Termination Date, the Company will provide you with the Accrued Obligations (as such term is defined in the Employment Agreement). (b) Provided you have not voluntarily quit your employment with the Company prior to the Separation Date, in exchange for your executing a non-year revocable Separation and Release Agreement, a copy of which is attached hereto (the “Release”) on or after the Termination Date, you will receive the following payments and benefits: (i) Continuation of your base salary (at an annual rate of $350,000) for the period beginning commencing on the day after the Termination Date and ending on the first one (1) year anniversary of the Termination Date (the "Separation Pay Period"“Severance Term”), you will continue to be entitled to your current annual base salary of One Hundred and Eighty Five Thousand Dollars ($185,000) per annum, which will be paid to you payable in accordance with the Company's standard ’s payroll procedures (but in no event any less frequently than monthly), less any practices and all subject to applicable withholdings. In addition, during ; (ii) An amount equal to the Separation Pay Period you will be paid an expense allowance of Nine Thousand Dollars Pro Rata Bonus ($9,000) as provided for such term is defined in Section 2(e) of the Employment Agreement. For convenience), this expense allowance will be paid equal to an aggregate of $173,611, payable in equal installments during the Severance Term and in accordance with the Company’s payroll practices and subject to applicable withholdings; (iii) Subject to your election to participate in continuation coverage under the Company’s health plan pursuant to COBRA, payment of COBRA premiums for you and your covered dependents in regular installments as if it were part excess of the cost of such health insurance coverage for active employees of the Company until the earlier of (but in addition toA) your salary. Also, you will be entitled to receive (x) if any, an annual bonus pursuant to Section 2(b) expiration of the Employment Agreement relating in Severance Term, or (B) the date that you commence employment with any manner to fiscal year 2007 person or entity and, thus, are eligible for health insurance benefits; and (irrespective iv) Reimbursement for all legitimate business expenses incurred by you which have not yet been reimbursed as of payment date) in the date hereof, and an amount equal to such bonus paid to any other Company executive officer, and in respect of 21 days of Paid Time Off you have accrued while employed. (yc) in the event the Acquisition and Merger are consummated, a special transaction bonus recognizing your efforts with regard to the Acquisition and the Merger in an amount equal to $50,000. Notwithstanding the preceding paragraph, in order to comply with Section 409A of the Internal Revenue Code ("Section 409A"), no payment under this Section 2(a) will be made to you during the six-month period immediately following the Termination Date. Instead, on the first day of the seventh month following the Termination Date, all amounts that otherwise would have been paid to you during that six-month period, but were not due as a result of this provision, will be paid to you in a single lump-sum payment (without any interest with respect to that six-month period). This six-month delay will cease to be applicable if you die before the six-month period has elapsed. In the event that any subsequent guidance regular payroll date occurs prior to the Effective Date (as defined in the Release), any amount that would otherwise have been payable as a result of the subparagraphs (b)(i), (b)(ii) or clarification is issued by (b)(iii) above shall be deferred and paid together with the Internal Revenue Service or Treasury Department regular salary installment on the first regular payroll date following the Effective Date. (d) You acknowledge and agree that allows the payment(s) and other benefits provided pursuant to paragraph 2 are in full discharge of any and all liabilities and obligations of the Company or any other member of the Company Group to definitively conclude that 409A's six-month wait you, monetarily or a portion thereof is not applicable in this instancewith respect to employee benefits or otherwise, including because but not limited to any and all obligations arising under any alleged written or oral employment agreement, policy, plan or procedure of the amounts paid to Company or any other member of the Company Group and/or any alleged understanding or arrangement between you and the Company or any other member of the Company Group (other than claims for accrued and vested benefits under this Agreement are actually exempt from 409A rather than an employee benefit, insurance, or pension plan of the Company or any other member of the Company Group, subject to 409A, then the Company hereby agrees that it will amend this agreement to eliminate the maximum affected portion terms and conditions of the six-month waitsuch plan(s)).

Separation Payments. For If this Agreement becomes effective as provided in Paragraph 1, Employer shall provide you with separation payments (your “Separation Pay”) in accordance with the oneterms of your Offer Letter as follows: (a) You will receive separation pay for the twelve-year month period beginning that begins at 12:00 a.m. on the day after the Termination Date June 11, 2015 and ending concludes at 11:59 p.m. on the first anniversary of the Termination Date June 10, 2016 (the "“Separation Pay Period"”). (b) Your Separation Pay will be comprised of 24 semimonthly payments each equal to twenty six thousand, forty-one dollars and sixty-six cents ($26,041.66), you will continue reduced by appropriate deductions for applicable taxes and any medical and dental coverage provided pursuant to be entitled to your current annual base salary of One Hundred and Eighty Five Thousand Dollars ($185,000) per annum, which Paragraph 4 below. Your Separation Pay will be paid to you on your regular payday, commencing on the first regular payday occurring on or after the Effective Date, by using your choice of direct deposit or by check mailed to the address on file or to another address that you identify in accordance with Paragraph 18. (c) Notwithstanding the Company's standard payroll procedures (but in foregoing, no event any less frequently than monthly), less any and all applicable withholdings. In addition, during amount of the Separation Pay Period you will be paid an expense allowance of Nine Thousand Dollars ($9,000) as provided for in Section 2(e) of the Employment Agreement. For convenience, this expense allowance will shall be paid to you in regular installments as if it were part of before the date (but in addition tothe “Delayed Payment Date”) your salary. Also, you will be entitled to receive (x) if any, an annual bonus pursuant to Section 2(b) of the Employment Agreement relating in any manner to fiscal year 2007 (irrespective of payment date) in an amount equal to such bonus paid to any other Company executive officer, and (y) in the event the Acquisition and Merger are consummated, a special transaction bonus recognizing your efforts with regard to the Acquisition and the Merger in an amount equal to $50,000. Notwithstanding the preceding paragraph, in order to comply with Section 409A of the Internal Revenue Code ("Section 409A"), no payment under this Section 2(a) will be made to you during the six-month period immediately following the Termination Date. Instead, on which is the first day of the seventh month after the Separation Date or, if earlier, the date of your death following the Termination Separation Date, all . All such amounts that otherwise would have been paid to you during that six-month periodwould, but were not due as a result of this provisionfor the preceding sentence, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. No interest will be paid to you in a single lump-sum payment (without any interest by Employer with respect to that six-month period)any such delayed payments. This six-month delay will cease to be applicable if Should you die before you receive any of the six-month period has elapsed. In payments contemplated by this Paragraph 3, such payments shall continue for the event that any subsequent guidance or clarification is issued by benefit of your heirs and will be made at the Internal Revenue Service or Treasury Department that allows the Company to definitively conclude that 409A's six-month wait or a portion thereof is not applicable times specified in this instance, including because the amounts paid to you under this Agreement are actually exempt from 409A rather than subject to 409A, then the Company hereby agrees that it will amend this agreement to eliminate the maximum affected portion of the six-month waitParagraph.

Separation Payments. For the one-year period beginning on the day after the Termination Date and ending on the first anniversary of the Termination Date (the "Separation Pay Period")If you sign this Agreement, you will continue agreeing to be entitled to bound by the general release of claims in Paragraph 4 below and the other terms and conditions of this Agreement, in consideration for your current annual general release of claims and other commitments under this Agreement, the Company will do the following: (a) Pay you twelve (12) months of severance pay at your base salary as of One your Separation Date, in the gross amount of Four Hundred and Eighty Five Twenty Thousand Dollars ($185,000) per annum420,000), which will to be paid to in a single lump sum amount on the next regular pay date after the Effective Date of this Agreement. (b) Pay you in accordance with the Company's standard payroll procedures (but in no event any less frequently than monthly), less any gross amount of Eight Hundred and all applicable withholdings. In addition, during the Separation Pay Period you will be paid an expense allowance of Nine Forty Thousand Dollars ($9,000) as provided for in Section 2(e) of the Employment Agreement. For convenience840,000.00), this expense allowance will to be paid in a single lump sum amount on the next regular pay date after the Effective Date of this Agreement, in full satisfaction of any bonus to which you in regular installments as if it were part of (but in addition to) your salary. Also, you will be may have been entitled to receive (x) if any, an annual bonus for 2015 and/or pursuant to Section 2(b6(a)(ii) of your Employment Agreement. (c) If you are receiving group health coverage under any Company benefit plan on your Separation Date and you timely elect COBRA continuation coverage, the Employment Agreement relating in any manner to fiscal year 2007 Company will subsidize the entire cost of such continuation of coverage for twelve (irrespective of payment date12) in an amount equal to such bonus paid to any other Company executive officermonths, and (y) in commencing on the event the Acquisition and Merger are consummated, a special transaction bonus recognizing your efforts with regard to the Acquisition and the Merger in an amount equal to $50,000. Notwithstanding the preceding paragraph, in order to comply with Section 409A first of the Internal Revenue Code ("Section 409A"), no payment under month immediately after the Effective Date of this Section 2(a) will be made to you during the six-month period immediately following the Termination DateAgreement. Instead, on Commencing with the first day of the seventh calendar month following the Termination Datefinal calendar month during which the Company subsidizes the entire cost of your continuation of coverage, all amounts you shall be responsible for the entire cost of such continuation coverage and shall be so responsible for the remainder of the COBRA continuation period. Your period of COBRA coverage will not be extended by the time-period during which the Company subsidizes the cost of your continuation of coverage. (d) You shall become fully vested and have a nonforfeitable right to the previously unvested Four Million (4,000,000) restricted shares that otherwise would have been paid were granted to you during that sixby the Company pursuant to the Restricted Stock Agreement dated November 14, 2014 (“Restricted Stock Agreement”). (e) Pay Twenty Thousand Dollars ($20,000.00) of your legal fees directly to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Ference LLP for legal counsel to review and advise you with respect to this Agreement, on the next regular pay date after the Company has been provided with an invoice of legal fees incurred in connection with such review. Such amount shall not be subject to withholding by the Company. (f) Pay you Fifty Six Thousand Five Hundred Thirty Eight Dollars and Forty Six Cents ($56,538.46) in respect of your seven (7) weeks of unused vacation time on the first payroll date after the Effective Date. (g) The Company shall reimburse you for all reasonable relocation expenses incurred by you and your family for repatriation to Australia, including the cost of one-month periodway, but were not due as a result first-class airline tickets for you, your spouse and dependent children to Australia. The amount of this provision, will reimbursement shall be One Hundred and Thirty Thousand Dollars ($130,000.00). Such amount shall be paid to you in a single lump-lump sum payment amount on the next regular pay date after the Effective Date of this Agreement. (without any interest h) The Company shall reimburse you for the relocation expenses that you previously incurred in connection with respect your move to that six-month periodthe King of Prussia, PA area. The amount of this reimbursement shall be Twenty Thousand Two Hundred Sixty Four Dollars ($20,264.00). This six-month delay will cease to Such amount shall be applicable if you die before paid in a single lump sum amount on the six-month period has elapsed. In next regular pay date after the event that any subsequent guidance Effective Date of this Agreement or clarification is issued at an earlier date as determined by the Internal Revenue Service or Treasury Department that allows Company in its sole discretion. Such reimbursement shall not be subject to withholding by the Company. (i) You will not be eligible for payments and other benefits described in this Paragraph 2 unless (i) the Company to definitively conclude that 409A's six-month wait or has received a portion thereof is not applicable in this instance, including because the amounts paid to you under signed copy of this Agreement are actually exempt from 409A rather than subject to 409Athat has been timely executed; (ii) you have returned all Company property and documents in accordance with Paragraph 9 below and certify that you have done so as required therein, then and (iii) you comply with the Company hereby agrees that it will amend terms and conditions of this agreement to eliminate the maximum affected portion of the six-month waitAgreement.

Separation Payments. If you sign this Agreement, agreeing to be bound by the general release of claims in Paragraph 4 below and the other terms and conditions of this Agreement, in consideration for your general release of claims and other commitments under this Agreement, the Company will do the following: (a) Pay you twelve (12) months of severance pay at your base salary as of your Separation Date, in the gross amount of Four Hundred Twenty Thousand Dollars ($420,000), to be paid for twelve (12) months in accordance with the Company’s standard payroll practices, commencing on the next regular pay date after the Effective Date of this Agreement, less all deductions for local, state and federal taxes legally required to be withheld. (b) Pay you the gross amount of Three Hundred and Thirty-Six Thousand Dollars ($336,000.00) to be paid in equal installments over a twelve (12) month period, in accordance with the Company’s standard payroll practices, commencing on the next regular pay date after the Effective Date of this Agreement, less all deductions for local, state and federal taxes legally required to be withheld. This amount represents your target bonus pursuant to Section 6(a)(iii) of your Employment Agreement. For the one-year period beginning on the day after the Termination Date and ending on the first anniversary sake of the Termination Date (the "Separation Pay Period")clarity, you will continue have already received your entire 2015 bonus pursuant to be entitled to Section 3(b) of your current annual base salary Employment Agreement, in the amount of One Hundred and Eighty Twenty-Five Thousand Dollars ($185,000125,000). (c) per annumIf you are receiving group health coverage under any Company benefit plan on your Separation Date and you timely elect COBRA continuation coverage, which the Company will be paid to you in accordance with subsidize the Company's standard payroll procedures entire cost of such continuation of coverage for twelve (but in no event any less frequently than monthly)12) months, less any and all applicable withholdings. In addition, during commencing on the Separation Pay Period you will be paid an expense allowance of Nine Thousand Dollars ($9,000) as provided for in Section 2(e) first of the Employment month immediately after the Effective Date of this Agreement. For convenience, this expense allowance will be paid to you in regular installments as if it were part of (but in addition to) your salary. Also, you will be entitled to receive (x) if any, an annual bonus pursuant to Section 2(b) of the Employment Agreement relating in any manner to fiscal year 2007 (irrespective of payment date) in an amount equal to such bonus paid to any other Company executive officer, and (y) in the event the Acquisition and Merger are consummated, a special transaction bonus recognizing your efforts Commencing with regard to the Acquisition and the Merger in an amount equal to $50,000. Notwithstanding the preceding paragraph, in order to comply with Section 409A of the Internal Revenue Code ("Section 409A"), no payment under this Section 2(a) will be made to you during the six-month period immediately following the Termination Date. Instead, on the first day of the seventh calendar month following the Termination final calendar month during which the Company subsidizes the entire cost of your continuation of coverage, you shall be responsible for the entire cost of such continuation coverage and shall be so responsible for the remainder of the COBRA continuation period. Your period of COBRA coverage will not be extended by the time-period during which the Company subsidizes the cost of your continuation of coverage. (d) The Nonstatutory Stock Options granted to you on February 7, 2011 shall become fully vested as of the Effective Date and you shall have a nonforfeitable right to the previously unvested stock options. Such stock options shall be exercisable in accordance with the terms of the Nonstatutory Stock Option Notice entered into between you and the Company, as summarized in Paragraph 1(b) above. (e) You shall become fully vested and have a nonforfeitable right as of the Effective Date to the previously unvested one hundred sixty seven thousand five hundred (167,500) restricted shares that were granted to you by the Company pursuant to the Restricted Stock Agreements dated May 28, 2013 and May 15, 2014 (“Restricted Stock Agreement(s)”). On the Effective Date, all amounts that otherwise would have been paid the Company shall grant you three million eight hundred thousand (3,800,000) fully vested and transferable shares of common stock pursuant to you during that six-month perioda Company Stock Award Agreement (“Company Stock Award Agreement”), but were not due subject to the obligations acknowledged. Subject to the restrictions and limitations of Paragraph 26, the Company shall impose no other restrictions on your transfer of such shares (or any other shares of the Company’s common stock owned by you, including any shares received as a result of this provisionthe exercise of the Restricted Stock Grants, will be paid Nonstatutory Stock Option Notice referenced in Paragraph 2(d) above or the Company Stock Award Agreement) beyond any restrictions under applicable law, other than any volume restrictions applicable under Rule 144 of the Securities Act of 1933, as amended. The Company acknowledges and agrees that all shares of the Company’s common stock issued to you in by the Company have been registered under a single lump-sum payment (without any interest registration statement filed with the Securities and Exchange Commission. You acknowledge your obligations under applicable law with respect to that sixeffecting transactions in the Company’s securities, including, but not limited to, obligations to refrain from engaging in any such transactions while in possession of material non-month period). This six-month delay will cease public information. (f) Pay up to Twenty Thousand Dollars ($20,000.00) of your legal fees (within 30 days following receipt of an invoice) directly to your legal counsel, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇▇ LLP, to review and advise you with respect to this Agreement. (g) Pay you Thirty Two Thousand Three Hundred and Seven Dollars ($32,307.00) in respect of your four (4) weeks of unused vacation time on the first payroll date after the Effective Date, less all deductions for local, state and federal taxes legally required to be applicable if you die before the six-month period has elapsed. In the event that any subsequent guidance or clarification is issued by the Internal Revenue Service or Treasury Department that allows withheld. (h) You will not be eligible for payments and other benefits described in this Paragraph 2 unless (i) the Company to definitively conclude that 409A's six-month wait or has received a portion thereof is not applicable in this instance, including because the amounts paid to you under signed copy of this Agreement are actually exempt from 409A rather than subject to 409Athat has been timely executed; (ii) you have returned all Company property and documents in accordance with Paragraph 9 below and certify that you have done so as required therein; provided, then that, if the Company hereby agrees believes you have failed to return all such property and documents, it shall advise you in writing within thirty (30) days of its knowledge that it will amend you have not returned all of such property and documents and provide you with at least thirty (30) days to make such return of property and documents and (iii) you comply with the terms and conditions of this agreement to eliminate the maximum affected portion of the six-month waitAgreement.

Separation Payments. For the one-year period beginning on the day after the Termination Date and ending on the first anniversary of the Termination Date Ecotality will pay to Read (the "“Separation Pay Period"), you will continue to be entitled to your current annual base salary of One Hundred and Eighty Five Thousand Dollars ($185,000Payments”) per annum, which will be paid to you in accordance with the Company's standard payroll procedures (but in no event any less frequently than monthly), less any and all applicable withholdings. In addition, during the Separation Pay Period you will be paid an expense allowance of Nine Thousand Dollars ($9,000) as provided for in Section 2(e) of the Employment Agreement. For convenience, this expense allowance will be paid to you in regular installments as if it were part of (but in addition to) your salary. Also, you will be entitled to receive (x) if any, an annual bonus pursuant to Section 2(b) of the Employment Agreement relating in any manner to fiscal year 2007 (irrespective of payment date) in an amount equal to such bonus paid to any other Company executive officer, and (y) in the event the Acquisition and Merger are consummated, a special transaction bonus recognizing your efforts with regard to the Acquisition and the Merger in an amount equal to $50,00029,340.50 per month, subject to all applicable federal and state taxes and withholding, to be paid out on the Company’s regular pay cycle beginning on the first payroll cycle following the eighth day after the Separation Date (the “Acceptance Date”) and continuing until October 31, 2013, provided that Read has not revoked this Agreement before such Acceptance Date. Notwithstanding the preceding paragraph, in order to comply with Section 409A of the Internal Revenue Code ("Section 409A"), no payment If Read dies before all Separation Payments are made under this Section 2(a) 3(a), all remaining Separation Payments will be made to you during the six-month period immediately following the Termination Date. Instead, on the first day of the seventh month following the Termination Date, all amounts that otherwise would have been paid to you during that six-month period, but were not due as a result of this provision, will be paid to you Read’s estate in a single lump-sum payment on the sixtieth (without any interest with respect to 60th) day after Read’s death; provided that six-month period). This six-month delay will cease to be applicable if you die before the six-month period has elapsed. In the event that any subsequent guidance or clarification is issued by the Internal Revenue Service or Treasury Department that allows the Company may delay such payments until it is provided with proof of Read’s death but, in the case of amounts subject to definitively conclude Section 409A, only within the time periods necessary to avoid the imposition of taxes under Section 409A. Read acknowledges that 409A's six-month wait or these payments exceed what a portion thereof departing employee at his level is not applicable entitled to, and that said payments are made in consideration for the promises and obligations contained herein. Read acknowledges and agrees that the first installment of the Separation Payment shall constitute adequate legal consideration for his promises in this instanceAgreement, including because the amounts paid to you under this Agreement are actually exempt from 409A rather than subject to 409ARelease by Read in Section 6, then and therefore if, during the period Read is receiving the Separation Payments, Read commits any act in contravention of Read’s covenants contained in the surviving provisions of the Employment Agreement, the Company hereby agrees shall not thereafter be obligated to pay any further Separation Payments (other than the first installment) to, or on behalf of, Read; provided that prior to any termination of Separation Payments the Company shall deliver a written notice to Read (the “Company Notice”) which identifies, in reasonable detail, the basis on which the Company believes it will amend this agreement to eliminate may terminate such Separation Payments and Read shall have a period of thirty (30) days from the maximum affected portion date of the six-month waitCompany Notice to cure any alleged breach or respond in writing to the Company describing, in reasonable detail, the basis on which Read believes the Company does not have grounds to terminate Separation Payments (the “Employee Response”); provided further that if after the end of such thirty (30) day period Read has not cured the alleged breach or the Company determines, in good faith after taking into account the Employee Response, that the basis for termination described in the Company Notice remains valid, the Company may, in its reasonable discretion, cease making any and all future Separation Payments.

Separation Payments. For a. If you decide to trigger the Early Resignation End Date, in exchange for your timely execution and non-revocation of this Letter Agreement, including the Release in Section (6) of this Letter Agreement, and the Affirmation of Letter Agreement and Release of Claims which is attached hereto as Exhibit A and your continued compliance with the terms of your Employment Agreement and this Letter Agreement, the Company agrees to: (i) continue payment of your Base Salary less lawful deductions through the Early Resignation End Date, which shall be paid in semi-monthly payments on the Company’s regular payroll dates; (ii) pay you a one-year period beginning on time separation payment equal to (A) the day after Base Salary you would have received between the Termination Early Resignation End Date and ending on the first anniversary of the Termination Date Planned Employment End Date, plus (B) Five Hundred Sixty-Five Thousand Five Hundred and Six Dollars (US $565,506), less (C) deductions required by law (the "“Early Separation Pay Period"Payment”). The Early Separation Payment shall be made within thirty (30) days following the Early Resignation End Date, provided you will timely sign and do not revoke the Affirmation of Letter Agreement and Release of Claims, which is attached hereto as Exhibit A. The Early Separation Payment shall not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or any of its affiliates; and 2 | Page (iii) provide you the Senior Executive Benefits through the Early Resignation End Date. b. If your employment has not been terminated for the reasons set forth in Section 4(a) above, your last day of employment shall be the Planned Employment End Date, and in exchange for your timely execution and non-revocation of this Agreement, including the Release in Section 6 of this Letter Agreement, and the Affirmation of Letter Agreement and Release of Claims which is attached hereto as Exhibit A and your continued compliance with the terms of your Employment Agreement and this Letter Agreement, the Company agrees to: (i) continue to be entitled to payment of your current annual base salary of One Hundred and Eighty Five Thousand Dollars ($185,000) per annumBase Salary less lawful deductions for the period May 16, 2020 through the Planned Employment End Date, which will be paid in semi-monthly payments on the Company’s regular payroll dates; (ii) pay you a one-time separation payment equal to Five Hundred Sixty-Five Thousand Five Hundred and Six Dollars (US $565,506), less deductions required by law (the “Planned Separation Payment”). The Planned Separation Payment shall be made within thirty (30) days following the Planned Employment Date, provided you in accordance timely sign and do not revoke the Affirmation of Letter Agreement and Release of Claims, which is attached hereto as Exhibit A. The Planned Separation Payment shall not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or any of its affiliates; and (iii) provide you the Senior Executive Benefits through the Planned Employment End Date. c. You acknowledge and represent that, other than the Early Separation Payment or the Planned Separation Payment, you will have already received all compensation to which you were entitled by virtue of your employment relationship with the Company's standard payroll procedures (but , including any entitlements outlined in no event any less frequently than monthly)your Employment Agreement, less any as of your Employment End Date. d. You understand and all applicable withholdings. In addition, agree that during the Separation Pay Period you will be paid an expense allowance of Nine Thousand Dollars ($9,000) as provided for in Section 2(e) of the period between May 16, 2020 and your Employment Agreement. For convenience, this expense allowance will be paid to you in regular installments as if it were part of (but in addition to) your salary. AlsoEnd Date, you will be entitled remain subject to receive (x) if anyall Company policies, an annual bonus pursuant to Section 2(b) of the Employment Agreement relating in any manner to fiscal year 2007 (irrespective of payment date) in an amount equal to such bonus paid to any other Company executive officerprocedures, and (y) in the event the Acquisition and Merger are consummated, a special transaction bonus recognizing your efforts with regard to the Acquisition and the Merger in an amount equal to $50,000. Notwithstanding the preceding paragraph, in order to comply with Section 409A of the Internal Revenue Code ("Section 409A"), no payment under this Section 2(a) will be made to you during the six-month period immediately following the Termination Date. Instead, on the first day of the seventh month following the Termination Date, all amounts that otherwise would have been paid to you during that six-month period, but were not due as a result of this provision, will be paid to you in a single lump-sum payment (without any interest with respect to that six-month period). This six-month delay will cease to be applicable if you die before the six-month period has elapsed. In the event that any subsequent guidance or clarification is issued by the Internal Revenue Service or Treasury Department that allows the Company to definitively conclude that 409A's six-month wait or a portion thereof is not applicable in this instance, including because the amounts paid to you under this Agreement are actually exempt from 409A rather than subject to 409A, then the Company hereby agrees that it will amend this agreement to eliminate the maximum affected portion of the six-month waitpractices.

Separation Payments. For Provided that, after the one-year Separation Date but prior to February 13, 2018, the Executive signs the General Release of Claims attached hereto and incorporated herein as Exhibit A (the “Release”), and such Release is not revoked during the time period specified therein, then, upon the Effective Date of the Release (as defined in the Release), Executive will be entitled to the following payments as separation benefits from the Company: (a) the continuation of her salary at a rate equal to 100 percent (100%) of her base salary as it existed immediately prior to the Separation Date (the “Severance Payments”), in accordance with the Company’s regular payroll cycle for the period beginning on the day after the Termination Separation Date and ending on the first anniversary of the Termination Date continuing for 12 months thereafter (the "“Separation Pay Period"”); (b) provided Executive properly elects COBRA coverage under the Company’s group health plan(s), you Executive will be eligible for discounted COBRA rates for the earlier of the first six months following the Separation Date, or until she obtains other employment. Executive agrees to notify the Company of any new employment providing her with health insurance that commences prior to the end of the first six months following the Separation Date. After the first six months following the Separation Date, the Executive will be required to pay the full COBRA rate to continue coverage under the Company’s group health plan(s). Executive is responsible for making payments directly to the Company’s COBRA vendor, as COBRA payments will not be deducted from Severance Payments. (c) notwithstanding any plan requirement to be entitled to your current annual base salary employed by the Company as of One Hundred and Eighty Five Thousand Dollars ($185,000) per annumDecember 31, which 2017, Executive will be eligible for a bonus, measured as if she continued to participate in the Company’s 2017 bonus plan for its senior executive management group, pro-rated based on her employment for the period January 1, 2017 through December 15, 2017. If and to the extent bonus payments are paid to you in accordance with the senior executive management group under the Company's standard payroll procedures (but in no event any less frequently than monthly)’s executive incentive compensation plan, less any and all applicable withholdings. In addition, during the Separation Pay Period you will be paid an expense allowance of Nine Thousand Dollars ($9,000) as provided for in Section 2(e) of the Employment Agreement. For convenience, this expense allowance will be paid to you in regular installments as if it were part of (but in addition to) your salary. Also, you then Executive will be entitled to receive her pro-rata bonus participation at a payout level similar to other Section 16 Officers located at the Company’s headquarters facility. To the extent any bonus payment for 2017 becomes payable to Executive under this clause (xc), the Company will make such payment to Executive during 2018 and at the same time as payments are made to the other senior executives; and (d) if any, an annual bonus pursuant the Company will provide Executive with executive outplacement services that are customarily provided to Section 2(b) terminated senior management employees from ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇/CPI Partner. The Company will request that ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇/CPI Partner contact Executive to arrange commencement of the Employment Agreement relating in any manner to fiscal year 2007 (irrespective of payment date) in an amount equal to such bonus paid to any other Company executive officer, and (y) in the event the Acquisition and Merger are consummated, a special transaction bonus recognizing your efforts with regard to the Acquisition and the Merger in an amount equal to $50,000outplacement assistance package. Notwithstanding the preceding paragraph, in order to comply with Section 409A of the Internal Revenue Code ("Section 409A"), no payment under this Section 2(a) The Severance Payments will be made to you during the six-month period immediately following the Termination Date. Instead, commence on the first day payroll date following the Effective Date of the seventh month following the Termination Date, all amounts Release. Any payments that otherwise would have been paid to you during that six-month period, but were not due as a result paid between the Separation Date and the Effective Date of this provision, will the Release shall be paid to you retroactively in a single lump-lump sum on the first payment (without date. Each payment shall be less any interest applicable payroll taxes and withholdings and paid in a manner consistent with respect to that six-month period). This six-month delay will cease to be applicable if you die before the six-month period has elapsed. In the event that any subsequent guidance or clarification is issued by the Internal Revenue Service or Treasury Department that allows the Company to definitively conclude that 409A's six-month wait or a portion thereof is not applicable in this instance, including because the amounts paid to you under this Agreement are actually exempt from 409A rather than subject to 409A, then the Company hereby agrees that it will amend this agreement to eliminate the maximum affected portion of the six-month waitCompany’s regular payroll practices.

Separation Payments. For In consideration for your obligations under this Letter Agreement, including but not limited to the oneRelease and Waiver of Claims attached as Appendix A to this Letter Agreement, and subject to the other provisions of this Letter Agreement, and in accordance with (a) Section 1(a) of the Post Employment Competition Agreement, you shall receive payments of $141,666.66 per month, for a period of twenty-four (24) months, and (b) Section 1(b) of the Post Employment Competition Agreement, you shall receive payments totaling two times your “Bonus” (i.e., the amount payable to you under the Management Incentive Plan (as defined in Paragraph 3 below) in respect of ▇▇▇▇▇▇▇’s fiscal year period beginning ending September 27, 2019, it being understood and agreed by the parties hereto that the percentage of such Bonus related to your achievement of your Individual Performance Objectives in respect of such fiscal year shall be determined to be achieved based on the day after the Termination Date and ending on the first anniversary same percentage as Aramark’s actual achievement of the Termination Date applicable Financial Objective metrics for fiscal year 2019 (the "payments described in clauses (a) and (b) hereof, collectively, the “Separation Payments”). Separation Payments shall be paid monthly, less all applicable withholding taxes and payroll deductions, and shall commence within sixty (60) days following the Retirement Date. The period during which you are eligible to receive your Separation Payments (the “Separation Pay Period")”) shall commence with the Retirement Date, assuming that you will continue timely execute and do not revoke this Letter Agreement and the Release and Waiver of Claims attached as Appendix A to be entitled to your current annual base salary of One Hundred and Eighty Five Thousand Dollars ($185,000) per annum, which will be paid to you this Letter Agreement in accordance with each of the Company's standard payroll procedures (but in no event terms hereof and thereof. These payments shall constitute full satisfaction of any less frequently than monthly), less any obligations owed to you by Aramark under Sections 1(a) and all applicable withholdings. In addition, during the Separation Pay Period you will be paid an expense allowance of Nine Thousand Dollars ($9,000) as provided for in Section 2(e1(b) of the Post Employment Competition Agreement. For convenience, this expense allowance will be paid to you in regular installments as if it were part of (but in addition to) your salary. Also, you will be entitled to receive (x) if any, an annual bonus pursuant to Section 2(b) of the Employment Agreement relating in any manner to fiscal year 2007 (irrespective of payment date) in an amount equal to such bonus paid to any other Company executive officer, and (y) in the event the Acquisition and Merger are consummated, a special transaction bonus recognizing your efforts with regard to the Acquisition and the Merger in an amount equal to $50,000. Notwithstanding the preceding paragraph, in order to comply with Section 409A of the Internal Revenue Code ("Section 409A"), no payment under this Section 2(a) will be made to you during the six-month period immediately following the Termination Date. Instead, on the first day of the seventh month following the Termination Date, all amounts that otherwise would have been paid to you during that six-month period, but were not due as a result of this provision, will be paid to you in a single lump-sum payment (without any interest with respect to that six-month period). This six-month delay will cease to be applicable if you die before the six-month period has elapsed. In the event that any subsequent guidance or clarification is issued by the Internal Revenue Service or Treasury Department that allows the Company to definitively conclude that 409A's six-month wait or a portion thereof is not applicable in this instance, including because the amounts paid to you under this Agreement are actually exempt from 409A rather than subject to 409A, then the Company hereby agrees that it will amend this agreement to eliminate the maximum affected portion of the six-month wait.

Separation Payments. For Provided that (A) you have not voluntarily terminated employment with the one-year period beginning Company prior to the Separation Date, (B) you remain available to perform services upon the Company’s request through the Separation Date, (C) you have not commenced employment with another entity prior to the Separation Date, (D) you are not otherwise in violation of the terms of this Separation Agreement and (E) you execute a General Release and Waiver on, and effective as of, the Separation Date, in the form attached to this Agreement as Exhibit A and do not revoke such General Release and Waiver, then you and the Company agree that the Company shall pay to you the payments identified in this Section 5. You agree that these payments are in lieu of any and all amounts that you might otherwise claim from the Company or any affiliate, including but not limited to any and all amounts payable pursuant to your Employment Agreement, and you hereby waive any claim of right to any payment, right or benefit other than those set forth in this Separation Agreement or any vested plan benefit under a plan maintained by the Company or Parent. Provided that you have executed and delivered to the Company the General Release and Waiver prescribed herein on the day after Separation Date, and provided further that the Termination Date and ending on the first anniversary of the Termination Date (the "Separation Pay Period"), statutory period during which you will continue to be are entitled to your current annual base salary of revoke the General Release and Waiver has expired without revocation by you, the Company will provide you the following: a. One Million One Hundred and Eighty Five Fifty-One Thousand Dollars ($185,0001,151,000), less tax and payroll withholding required by law, payable in a lump sum as soon as practicable following the Separation Date, but no later than the forty-fifth (45th) per annum, which day following the Separation Date; b. You will remain eligible to participate in the Company’s Annual Incentive Plan for the 2017 performance year and the Company hereby waives the requirement that you be employed by the Company on the date of payment in 2018 in order to be eligible to receive such payment. Any cash incentive payment for 2017 performance will be at the discretion of the Compensation Committee of the Board of Directors of the Parent (the “Compensation Committee”) consistent with the Company’s customary practice and will be paid to you in accordance with the Company's standard payroll procedures (but ’s payment schedule for 2017 Annual Incentive Plan payments; c. To the extent approved by the Compensation Committee for other U.S. employees working in no event any less frequently than monthly), less any and all applicable withholdings. In addition, during the Separation Pay Period you will be paid an expense allowance of Nine Thousand Dollars ($9,000) as provided for Bermuda in Section 2(e) of the Employment Agreement. For convenience, this expense allowance will be paid to you in regular installments as if it were part of (but in addition to) your salary. Also2017, you will be entitled receive a cash payment equal to the amount of contributions and credits that you would have been eligible to receive (x) if any, an annual bonus pursuant to Section 2(b) or be credited under certain Company-sponsored United States qualified and nonqualified retirement plans in respect of the Employment Agreement relating calendar year 2017 if you had not been employed outside of the United States in 2017. The amount of any manner to fiscal year 2007 payment provided under this section shall be determined by the Compensation Committee in its sole and absolute discretion and will be made as soon as practicable following your Separation Date, but no later than the forty-fifth (irrespective of payment date45th) in an day following the Separation Date; d. An amount equal to such bonus paid to any other Company executive officer, your accrued and (y) unused vacation time as of the Separation Date consistent with the Company’s policies and procedures as set forth in the event Company’s employee handbook, which amount will be payable in a lump sum as soon as practicable following the Acquisition and Merger are consummatedSeparation Date, a special transaction bonus recognizing your efforts with regard to but no later than the Acquisition and forty-fifth (45th) day following the Merger in an amount equal to $50,000. Separation Date; and e. Notwithstanding the preceding paragraphterms of any applicable award agreements, in order to comply with Section 409A all of your restricted shares and restricted stock units granted under the Parent’s equity plan that remain outstanding and unvested as of the Internal Revenue Code ("Section 409A"), no payment under this Section 2(a) will be made to you during Separation Date shall immediately vest upon the six-month period immediately following the Termination Separation Date. Instead, on the first day of the seventh month following the Termination Date, all amounts that otherwise would have been paid to you during that six-month period, but were not due as a result of this provision, will be paid to you in a single lump-sum payment (without any interest with respect to that six-month period). This six-month delay will cease to be applicable if you die before the six-month period has elapsed. In the event that any subsequent guidance or clarification is issued by the Internal Revenue Service or Treasury Department that allows the Company to definitively conclude that 409A's six-month wait or a portion thereof is not applicable in this instance, including because the amounts paid to you under this Agreement are actually exempt from 409A rather than subject to 409A, then the Company hereby agrees that it will amend this agreement to eliminate the maximum affected portion of the six-month wait.

Separation Payments. For Employee acknowledges that Employee has no right to the one-year period beginning benefits set forth in this Agreement but for Employee's execution of this Agreement. Provided Employee timely signed this Agreement on the day after the Termination Separation Date and ending on the first anniversary of the Termination Date or no later than January 10, 2025 (the "Separation Pay PeriodFirst Execution Date"), you will continue executes this Agreement a second time on or within five (5) days after June 30, 2025 (the "Second Execution Date"), does not revoke his signature after the First Execution Date or Second Execution Date pursuant to be entitled the revocation provision set forth below, and the parties entered into and Company did not terminate the Consulting Agreement (attached as Exhibit B) due to your current annual base salary Employee's breach of One Hundred that agreement, has returned all Company property and Eighty Five Thousand Dollars information as required by this Agreement, and complies with all confidentiality and other provisions of this Agreement (collectively, "Payment Conditions"), the Company will: i) Pay Employee, less applicable taxes and withholdings: (a) severance in the amount of $185,000453,200.00, and (b) per annumreimbursement of the costs the Employee incurs to maintain health and medical benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA") for eighteen (18) months after the Separation Date (collectively, which will the "Separation Payment"). The Separation Payment shall be paid in roughly equal installments in accordance with the regularly scheduled payroll schedule beginning on regularly scheduled payroll date immediately following July 15, 2025. In the event of Employee's death after the Separation Date and completion of the Consulting Agreement but prior to you receipt of Separation Payment, the Separation Payment shall be made at the same time and in the same manner as described herein to Employee's estate. ii) If Gogo Business Aviation LLC decides, in its discretion, to award a 2024 Bonus Payment (which has not yet been earned and is not yet determinable), Employee shall receive such bonus, payable in accordance with the Company's standard payroll procedures (but normal practice for paying out such bonuses in no event any less frequently than monthly), less any and all applicable withholdings. In addition, during the Separation Pay Period you will be paid an expense allowance of Nine Thousand Dollars ($9,0002025. iii) as provided for in Section 2(e) of the Employment Agreement. For convenience, this expense allowance will be paid to you in regular installments as if it were part of (but in addition to) your salary. Also, you will be entitled to receive (x) if any, an annual bonus pursuant to Section 2(b) of the Employment Agreement relating in any manner to fiscal year 2007 (irrespective of payment date) in an amount equal to such bonus paid to any other Company executive officer, and (y) in the event the Acquisition and Merger are consummated, a special transaction bonus recognizing your efforts with regard to the Acquisition and the Merger in an amount equal to $50,000. Notwithstanding the preceding paragraph, in order to comply with Section 409A of the Internal Revenue Code ("Section 409A"), no payment under this Section 2(a) will be made to you during the six-month period immediately Immediately following the Termination Date. Instead, on the first day of the seventh month following the Termination First Execution Date, all amounts that otherwise would have been paid to you during that six-month period, but were not due as a result of this provision, will be paid to you in a single lump-sum payment (without any interest with respect to that six-month period). This six-month delay will cease to be applicable if you die before the six-month period has elapsed. In the event that any subsequent guidance or clarification is issued by the Internal Revenue Service or Treasury Department that allows the Company to definitively conclude that 409A's six-month wait or a portion thereof is not applicable in this instance, including because the amounts paid to you under this Agreement are actually exempt from 409A rather than subject to 409A, then the Company hereby agrees that it will amend this agreement to eliminate the maximum affected portion of the six-month waitEmployee's outstanding Awards (as defined in the Gogo Inc. 2024 Omnibus Incentive Plan (as amended from time to time or any successor equity plan) shall vest. Further, any stock options that vest per the preceding sentence shall remain exercisable until the date which is eighteen (18) months after the First Execution Date (or, if earlier, the expiration of the full original term of such stock option).