Common use of Separation Payments Clause in Contracts

Separation Payments. In addition to the payments set forth in Section 2(a) hereof, subject to (i) Executive’s continued compliance with the Restrictive Covenants (as defined below), and (ii) Executive’s execution and non-revocation of (x) this Agreement and (y) the General Release attached hereto as Exhibit A (the “Release”) and in consideration of the Release, and Executive’s other promises set forth herein, the Company, in full satisfaction of the obligations set forth in Section 5(d) of the Employment Agreement or otherwise, shall pay: (i) to Executive, a lump-sum cash payment, payable within 55 days after the Termination Date and effectiveness of the Release, equal to the sum of (A) $772,500.00, which is equal to 150% of Executive’s Base Salary (as defined in the Employment Agreement) as of the date immediately prior to the Termination Date; (B) $386,250.00, which is equal to 150% of Executive’s Annual Bonus (as defined in the Employment Agreement) for 2019; (C) $416,666.67, which is equal to the unpaid portion of the retention bonus payable to Executive pursuant to that certain Retention Bonus Letter between APX and Executive, accepted and agreed to on June 13, 2018 (the “Retention Letter”); and (D) $25,962.00, which is equal to the monthly COBRA costs of providing health and welfare benefits for Executive and Executive’s dependents under the plans in which Executive was participating on the Termination Date, for 18 months; and (ii) an amount equal to $1,356.84, on behalf of Executive, in respect of the amount required to buy out the Executive’s leased Company automobile and shall permit Executive to retain such automobile (collectively (i) and (ii), the “Separation Benefits”). Except as otherwise expressly required by law or as specifically provided herein, Executive shall have no right to compensation, benefits or other amounts after the Termination Date.

Separation Payments. (a) In connection with the conclusion of the Executive’s employment on the Separation Date, the Executive will be entitled to the Accrued Amounts, which amounts shall be payable to the Executive in accordance with the applicable provisions in the Employment Agreement. In addition to the payments set forth in Section 2(a) hereofAccrued Amounts, subject to (ix) the Executive’s continued compliance with the terms of this Agreement, including, without limitation, the terms of the Restrictive Covenants Covenant and Cooperation Provisions (as defined below), (y) the Executive’s provision of the Transition Services during the Transition Period and (iiz) the Executive’s execution timely execution, delivery and non-revocation of (x) this Agreement and (y) the General Release of Claims attached hereto as Exhibit A B (the “Release”) and (as further discussed in consideration of the Release, and Executive’s other promises set forth hereinSection 6), the CompanyExecutive will be entitled to the following payments and benefits (collectively, the “Severance Consideration”) in full satisfaction of his rights in connection with a termination by the obligations Company without Cause under Section 8(d) of the Employment Agreement: (i) an amount equal to $3,556,800 (representing two (2) times the sum of (A) the Executive’s Base Salary (at the highest rate in effect in the six (6) month period preceding the date of this Agreement) and (B) the Executive’s average Annual Bonus over the 2022 and 2023 fiscal years), which amount shall be payable in substantially equal installments in accordance with the Company’s normal payroll policies commencing within thirty (30) days following the Separation Date, and continuing for twenty-four (24) consecutive months thereafter (the “Severance Term”); (ii) a pro-rata portion of the Executive’s Annual Bonus for the 2024 calendar year based on actual results for such year (provided that any applicable subjective performance criteria shall be deemed achieved at target) (determined by multiplying the amount of such bonus which would be due for the full year by a fraction, the numerator of which is the number of full or partial months during the 2024 year that the Executive served as Chief Executive Officer and the denominator of which is twelve (12)), payable within thirty (30) days following the Separation Date (the “Pro-Rata Bonus”); (iii) subject to (A) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and (B) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months following the Separation Date at the Company’s expense, provided that the Executive is eligible and remains eligible for COBRA coverage; provided, further, that the Company may modify such continuation coverage to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company hereunder shall immediately cease; and (iv) for twelve (12) months following the Separation Date, the Executive will have access to Company-provided outplacement services at a level commensurate with the Executive’s position in accordance with the Company’s practices as in effect from time to time; provided, however, that the foregoing payments and benefits shall be subject to the terms set and conditions set forth in Section 5(d8(e) of the Employment Agreement. (b) The Executive acknowledges and agrees that he shall not be entitled to any further separation payments or other termination benefits under the terms of the Employment Agreement or otherwise, except as for the benefits expressly provided herein. The Executive further acknowledges and agrees that the Pro Rata Bonus shall pay: (i) to Executive, a lump-sum cash payment, payable within 55 days after constitute the Termination Date and effectiveness of the Release, equal to the sum of (A) $772,500.00, which is equal to 150% of Executive’s Base Salary (as defined in the Employment Agreement) as of the date immediately prior sole entitlement to the Termination Date; (B) $386,250.00, which is equal to 150% of Executive’s an Annual Bonus (as defined in the Employment Agreement) for 2019; (C) $416,666.67, which is equal to the unpaid portion of the retention bonus payable to Executive pursuant to that certain Retention Bonus Letter between APX and Executive, accepted and agreed to on June 13, 2018 (the “Retention Letter”); and (D) $25,962.00, which is equal to the monthly COBRA costs of providing health and welfare benefits for Executive and Executive’s dependents under the plans in which Executive was participating on the Termination Date, for 18 months; and (ii) an amount equal to $1,356.84, on behalf of Executive, in respect of the amount required to buy out the Executive’s leased Company automobile and shall permit Executive to retain such automobile (collectively (i) and (ii), the “Separation Benefits”). Except as otherwise expressly required by law or as specifically provided herein, Executive shall have no right to compensation, benefits or other amounts after the Termination Date2024 calendar year.

Separation Payments. In addition to the payments set forth in Section 2(a) hereof, subject to (i) Executive’s continued compliance with the Restrictive Covenants (as defined below), and (ii) Executive’s execution and non-revocation of (x) this Agreement and (y) the General Release attached hereto as Exhibit A (the “Release”) and in consideration of the Release, and Executive’s other promises set forth herein, the Company, in full satisfaction of the obligations set forth in Section 5(d) of the Employment Agreement or otherwise, shall pay: (i) to Executive, a lump-sum cash payment, payable within 55 days after the Termination Date and effectiveness of the Release, equal to the sum of: (A) $772,500.00915,026.25, which is equal to 150% of Executive’s Base Salary (as defined in the Employment Agreement) as of the date immediately prior to the Termination Date; (B) $386,250.00954,114.75, which is equal to 150% of Executive’s Annual Bonus (as defined in the Employment Agreement) for 20192020; (C) $416,666.67, which is equal to the unpaid portion of the retention bonus payable to Executive pursuant to that certain Retention Bonus Letter between APX and Executive, accepted and agreed to on June 13, 2018 (the “Retention Letter”); and (D) $25,962.0026,451.90, which is equal to the monthly COBRA costs of providing health and welfare benefits for Executive and Executive’s dependents under the plans in which Executive was participating on as of the Termination Date, for 18 monthstimes eighteen; (ii) to Executive, a lump-sum cash payment, payable within 75 days after the Termination Date and effectiveness of the Release, equal to $833,333, which is the amount that will be unpaid as of the Termination Date under the Cash Incentive Award letter agreement (the “Retention Letter”) from the Company dated as of March 2, 2020 (the “Cash Incentive Award”); and (iiiii) an amount equal to $1,356.84, on behalf of Executive, in respect of the amount required to buy out the Executive’s leased Company automobile (the “vehicle”) from the Company’s fleet leasing provider (the “lessor”), payable to the lessor, and the Company shall permit Executive to retain such automobile the vehicle, and the Company will promptly take all actions necessary to effect the full and complete transfer of ownership and title of the vehicle from the lessor (or its affiliate, as the case may be) to Executive (collectively (i2(b)(i), 2(b)(ii) and (ii2(b)(iii), the “Separation Benefits”). Except as otherwise expressly required by law or as specifically provided herein, Executive shall have no right to compensation, benefits or other amounts after the Termination Date.

Separation Payments. In addition to A. Promptly after the payments set forth in Section 2(a) date hereof, subject Merisant shall pay to (i) Executive’s continued compliance with the Restrictive Covenants (as defined below), and (ii) Executive’s execution and non-revocation of (x) this Agreement and (y) the General Release attached hereto as Exhibit A (the “Release”) and in consideration of the Release, and Executive’s other promises set forth herein, the Company, in full satisfaction of the obligations set forth in Section 5(d) of the Employment Agreement or otherwise, shall pay: (i) to Executive, a lump-sum cash payment, payable within 55 days after the Termination Date and effectiveness of the Release, equal to the sum of (A) $772,500.00, which is equal to 150% of Executive’s Base Salary Employee his Accrued Benefits (as defined in the Employment Agreement) as described in clauses (i) - (iv), and Employee shall be entitled to his Accrued Benefits described in clause (vi) and his vested pension benefits described in clause (v), of the date immediately prior to the Termination Date; (BSection 6(a) $386,250.00, which is equal to 150% of Executive’s Annual Bonus (as defined in the Employment Agreement) for 2019;. B. Merisant shall pay to Employee $976,000, (Ci) $416,666.6752,000 of which shall be paid in two equal monthly installments of $26,000, which is equal to the unpaid portion of the retention bonus payable to Executive pursuant to that certain Retention Bonus Letter between APX be paid on November 15, 2004 and ExecutiveDecember 15, accepted and agreed to on June 132004, 2018 (the “Retention Letter”); and (D) $25,962.00, which is equal to the monthly COBRA costs of providing health and welfare benefits for Executive and Executive’s dependents under the plans in which Executive was participating on the Termination Date, for 18 months; and (ii) $308,000 of which shall be paid to Employee on January 2, 2005 and the remainder of which shall be paid in 23 monthly installments of $26,782.61 each beginning on February 15, 2004. C. Merisant shall reimburse Employee for senior executive level outplacement services for a period of twelve (12) months from the Separation Date provided by an amount equal outplacement firm selected by the Employee and approved by Merisant (such approval not to be unreasonably withheld); PROVIDED, however, that in no event shall Merisant be required to reimburse Employee for amounts in excess of $1,356.844,000 per month for such services, on behalf any such reimbursement shall be made only after receipt of Executiveinvoices for such services from the provider thereof, and, in respect the event Employee becomes reemployed with another employer, Employee shall no longer be entitled to such reimbursement. Notwithstanding the preceding, if the applicable outplacement service provider requires payment of its fees in a lump sum or otherwise in excess of $4,000 in any month, Employee may request that the amount required to buy out the Executive’s leased Company automobile and shall permit Executive to retain such automobile (collectively (i) and (ii)reimbursement schedule be accelerated, the “Separation Benefits”). Except as otherwise expressly required by law or as specifically provided herein, Executive shall have no right to compensation, benefits or other amounts after the Termination Datewhich request Merisant may grant in its reasonable discretion.

Separation Payments. In addition Except to the payments extent provided in Section 5.09 and Section 5.18, Executive shall be entitled to the benefits set forth in Section 2(abelow (the “Separation Benefits”) hereofupon a termination of employment: (a) Upon any termination of employment including by reason of death or Disability, subject to Executive’s voluntary termination of employment (with or without Good Reason) or upon involuntary termination of Executive’s employment by the Company, Executive shall be entitled to: (i) Executive’s continued compliance with earned but unpaid Base Salary and other vested but unpaid cash entitlements (including any earned but unpaid cash Annual Bonus for the Restrictive Covenants performance year prior to the year in which Executive terminates employment) for the period through and including the date of termination of Executive’s employment (as defined other than entitlements referenced in Section 3.02(b) below) (the “Accrued Compensation”), and ; and (ii) Executive’s execution other vested benefits earned by Executive for the period through and non-revocation including the date of Executive’s termination of employment, which shall be paid in accordance with the terms of the applicable plans, programs or arrangements (xthe “Accrued Benefits”). (b) this Agreement and Upon a Qualifying Event, the Company shall pay Executive in addition to the amounts set forth in Section 3.02(a) above: (i) Cash compensation through the second anniversary of such Qualifying Event (the “Payment Period”) in equal installments during the Payment Period in accordance with the applicable Company payroll, in an aggregate amount equal to two times the sum of (y) the General Release highest Base Salary in effect during the six-month period immediately prior to the time of such termination of employment and (z) the Executive’s target Annual Bonus opportunity for the year of termination of employment (such payment, the “Cash Severance Payment”), on the condition that Executive has delivered to the Company a release substantially in the form as attached hereto as Exhibit A (the “Release”) and in consideration of the Release, and Executive’s other promises set forth herein, the Company, in full satisfaction of the obligations set forth in Section 5(dwith such changes as may be required under applicable law) of the Employment Agreement or otherwiseany employment-related claims, shall pay: (i) to Executive, a lump-sum cash payment, payable provided that this release must be signed within 55 30 days after the Termination Date Executive’s separation from service and effectiveness any payment that otherwise would be made within such 30-day period shall by paid at the expiration of such 30-day period, subject to Executive’s execution of such release; provided, however, that if Executive experiences a Qualifying Event within two years following a Change in Control, the Release, Cash Severance Payment shall instead be an aggregate amount equal to two-and-a-half times the sum of of (Ay) $772,500.00, which is equal to 150% of Executive’s the highest Base Salary (as defined in effect during the Employment Agreement) as of the date six-month period immediately prior to the Termination Date;time of such termination of employment and (z) the Executive’s target Annual Bonus opportunity for the year of termination of employment. (Bii) $386,250.00A “Pro-Rata Bonus Amount” for the year of Executive’s termination of employment calculated as Executive’s Annual Bonus opportunity multiplied by a fraction, the numerator of which is equal to 150% the number of days in the year through the date of Executive’s termination of employment and the denominator of which is 365. The Pro-Rata Bonus Amount shall be based on the greater of Executive’s Annual Bonus (opportunity at target and the actual funding percentage for the Annual Bonus Plan for such performance period, as defined determined by the Committee in its sole discretion. Payment of this pro-rata bonus amount, if any, shall be made to Executive at the Employment Agreement) for 2019same time as annual bonuses are paid to senior executives of the Company; (Ciii) $416,666.67, which is equal With respect to equity awards made prior to the unpaid Effective Date, Executive shall be treated as eligible for ‘retirement’ under the vesting and exercise terms of any such equity award. For the avoidance of doubt, ‘retirement’ treatment for equity awards made prior to the Effective Date shall mean: (1) with respect to restricted stock units (excluding the Closing Sign-On Equity Award), performance stock units and any LTIP awards, pro-rated vesting as of Executive’s termination of employment date (with any performance criteria deemed achieved based on actual performance as of the end of the applicable performance period) and settlement on the originally scheduled settlement date; and (2) with respect to stock options and stock appreciation rights, immediate vesting in that portion of the retention bonus payable stock option and/or stock appreciation right that would have otherwise vested within one year following Executive’s termination of employment date and the ability to exercise such stock option and/or stock appreciation right for five years following Executive’s termination of employment date; provided, however, that Executive pursuant shall not be permitted to that certain Retention Bonus Letter between APX exercise any stock option or stock appreciation right beyond the original term of such award. Notwithstanding the foregoing, this Section 3.02(b)(iii) shall not apply to the Closing Sign-On Equity Award or equity awards granted following the Effective Date; (iv) With respect to Company equity awards granted following the Effective Date, Executive shall be treated as ‘retirement’ eligible under the vesting and Executive, accepted and agreed exercise terms of the applicable award agreements relating to on June 13, 2018 (Company awards generally applicable to senior-level executives of the “Retention Letter”)Company; and (Dv) $25,962.00Continued participation in all medical, which is equal to the monthly COBRA costs of providing health and welfare benefits for life insurance plans at the same benefit and cost sharing level at which Executive and Executive’s eligible dependents were participating on the date of termination of Executive’s employment until the earlier of: (1) the 18- month anniversary of Executive’s termination of employment date; or (2) the date, or dates, Executive receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-bycoverage, or benefit-by- benefit, basis); provided, however, that (A) if Executive is precluded from continuing Executive’s participation in any employee benefit plan or program as provided in this clause (v), Executive shall receive cash payments equal on an aftertax basis to the cost to Executive of obtaining the benefits provided under the plan or program in which Executive was participating is unable to participate for the period specified in this clause (v), (B) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit on an individual basis, and (C) payment of such amounts shall be made quarterly in advance. For the avoidance of doubt, Executive acknowledges and agrees that Executive shall be responsible for Executive’s portion of any premiums due in connection with Executive’s continued participation in any medical, health and life insurance plans pursuant to this Section 3.02(b)(v). To the extent that Executive is a “Specified Employee” within the meaning of Section 409A of the Code at the time of her separation from service, to the extent required by Section 409A and the regulations issued thereunder, the payments to which Executive would otherwise be entitled during the first six months following her separation of service shall be deferred and accumulated for a period of six months and paid in a lump sum on the Termination first day of the seventh month with the seventh month’s payment, with interest on such deferred compensation at the rate paid pursuant to the stable value fund of the Company’s 401(k) plan or, if such fund no longer exists, the fund with the investment criteria most clearly comparable to that of such fund. (c) For the avoidance of doubt and consistent with the applicable award agreements, equity awards made by Aetna before the Closing Effective Date, the Closing Sign-On Equity Award, 2018-2020 LTIP and any supplemental LTIP with respect to the 2018-2020 performance period shall be treated as follows: (1) upon an involuntary termination of Executive’s employment by reason of death, unvested awards shall become immediately vested (with any performance criteria deemed achieved based on target performance as of Executive’s death); and (2) upon an involuntary termination of Executive’s employment by reason of Disability, pro-rated vesting as of Executive’s termination of employment date (with any performance criteria deemed achieved based on actual performance as of the end of the applicable performance period); provided that in each case stock options shall remain exercisable for 18 months; andone year following Executive’s termination of employment date, except that Executive shall not be permitted to exercise any stock option beyond the original term of such award. (iid) an amount equal to $1,356.84If Executive experiences a Qualifying Event within two years following a Change in Control, on behalf of Executive, any outstanding equity awards held by Executive at such time shall be treated in respect accordance with the terms of the amount required to buy out the Executive’s leased Company automobile and shall permit Executive to retain applicable award agreement governing such automobile (collectively (i) and (ii), the “Separation Benefits”). Except as otherwise expressly required by law or as specifically provided herein, Executive shall have no right to compensation, benefits or other amounts after the Termination Dateequity awards.

Separation Payments. In addition As consideration for Executive’s agreement to be bound by the payments terms of this Agreement, including without limitation, the release set forth in Section 2(a) hereof3 below, subject Executive shall be entitled to (i) Executive’s continued compliance with the Restrictive Covenants (as defined below)following, and (ii) Executive’s execution and non-revocation of (x) this Agreement and (y) which shall be the General Release attached hereto as Exhibit A (the “Release”) and in consideration of the Release, and Executive’s other promises set forth herein, the Company, in full satisfaction of the obligations set forth in Section 5(d) of the Employment Agreement or otherwise, exclusive separation benefits to which Executive shall paybe entitled: (i) to ExecutiveExecutive shall be paid, in a single lump-sum cash payment, payable within 55 days payment on the sixtieth (60th) day after the Termination Separation Date, $2,402,242; (ii) For the period beginning on the Separation Date and effectiveness ending on the date which is twelve (12) full months following the Separation Date (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or (B) the date Executive becomes eligible to receive the equivalent or increased healthcare coverage from a subsequent employer) (such period, the “COBRA Coverage Period”), if Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the ReleaseSeparation Date elect to have COBRA coverage and are eligible for such coverage, the Company shall pay the COBRA premiums necessary to continue health insurance coverage for Executive and his covered dependents as in effect on the Separation Date. If any of the Company’s health benefits are self-funded as of the Separation Date, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying the COBRA premiums as set forth above, the Company shall instead pay to Executive on the last day of each remaining month of the COBRA Coverage Period a fully taxable cash payment equal to the sum ofapplicable COBRA premium for such month for Executive and his covered dependents; and (Aiii) $772,500.00, which is equal to 150% of Executive’s Base Salary (as defined in the Employment Agreement) Effective as of the date immediately prior to Effective Date, the Termination Date;vesting of the following stock awards shall be accelerated: (B1) $386,250.00, which is equal to 150% of Executive’s Annual Bonus (as defined in the Employment Agreement) for 2019; (C) $416,666.67, which is equal to the unpaid portion of the retention bonus payable to Executive pursuant 7,531 shares subject to that certain Retention Bonus Letter between APX and ExecutiveRestricted Stock Award Agreement dated as of March 25, accepted and agreed to on June 13, 2018 2014 (the “Retention LetterMarch 2014 Restricted Stock Award Agreement”); and (D2) $25,962.009,859 shares subject to that certain Restricted Stock Award Agreement dated as of December 1, which is equal to 2014 (the monthly COBRA costs of providing health “December 2014 Restricted Stock Award Agreement,” and welfare benefits for Executive and Executive’s dependents under together with the plans in which Executive was participating on the Termination Date, for 18 months; and (ii) an amount equal to $1,356.84, on behalf of Executive, in respect of the amount required to buy out the Executive’s leased Company automobile and shall permit Executive to retain such automobile (collectively (i) and (ii)March 2014 Restricted Stock Agreement, the “Separation BenefitsRestricted Stock Award Agreements”). Except as otherwise expressly required by law or as specifically provided herein, Executive shall have no right to compensation, benefits or other amounts after the Termination Date.

Separation Payments. In addition to the payments set forth in Section 2(a) hereof, subject to (i) Executive’s continued compliance with the Restrictive Covenants (as defined below), and (ii) Executive’s execution and non-revocation of (x) this Agreement and (y) the General Release attached hereto as Exhibit A (the “Release”) and in consideration of the Release, and Executive’s other promises set forth herein, the Company, in full satisfaction of the obligations set forth in Section 5(d) of the Employment Agreement or otherwise, shall pay: (i) to Executive, a lump-sum cash payment, payable within 55 days after the Termination Date and effectiveness of the Release, equal to the sum of: (A) $772,500.00983,454.00, which is equal to 150% of Executive’s Base Salary (as defined in the Employment Agreement) as of the date immediately prior to the Termination Date; ; (B) $386,250.00531,064.50, which is equal to 150% of Executive’s Annual Bonus (as defined in the Employment Agreement) for 2019; (C) $416,666.67833,333.34, which is equal to the unpaid portion of the retention bonus payable to Executive pursuant to that certain Retention Bonus Letter between APX and Executive, accepted and agreed to on June 13July 31, 2018 (the “Retention Letter”); and (D) $25,962.0026,452.00, which is equal to the monthly COBRA costs of providing health and welfare benefits for Executive and Executive’s dependents under the plans in which Executive was participating on the Termination Date, for 18 months; and (ii) an amount equal to $1,356.84118,998.30, on behalf of Executive, in respect of the amount required to buy out the Executive’s leased Company automobile automobiles and shall permit Executive to retain such automobile automobiles, the total value of which shall be reported as W-2 income to Executive in the amount of $118,998.30 (collectively (i) and (ii), the “Separation Benefits”). Except as otherwise expressly required by law or as specifically provided herein, Executive shall have no right to compensation, benefits or other amounts after the Termination Date, including, for the avoidance of doubt, Company-sponsored country club membership dues and fees.

Separation Payments. In addition to (a) By the payments set forth in Section 2(a) hereof, subject to later of (i) Executive’s continued compliance with the Restrictive Covenants date that is seven (as defined below)7) calendar days from Termination Date, and (ii) Executivethe Company’s execution and 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-revocation revocable Separation and Release Agreement, a copy of (x) this Agreement and (y) the General Release which is attached hereto as Exhibit A (the “Release”) on or after the Termination Date, you will receive the following payments and in consideration of the Release, and Executive’s other promises set forth herein, the Company, in full satisfaction of the obligations set forth in Section 5(d) of the Employment Agreement or otherwise, shall paybenefits: (i) to Executive, a lump-sum cash payment, payable within 55 days after Continuation of your base salary (at an annual rate of $350,000) for the period commencing on the Termination Date and effectiveness ending on the one (1) year anniversary of the ReleaseTermination Date (the “Severance Term”), payable in accordance with the Company’s payroll practices and subject to applicable withholdings; (ii) An amount equal to the Pro Rata Bonus (as such term is defined in the Employment Agreement), equal to an aggregate of $173,611, payable in equal installments during the sum ofSeverance 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 excess of the cost of such health insurance coverage for active employees of the Company until the earlier of (A) $772,500.00expiration of the Severance Term, or (B) the date that you commence employment with any person or entity and, thus, are eligible for health insurance benefits; and (iv) Reimbursement for all legitimate business expenses incurred by you which is equal have not yet been reimbursed as of the date hereof, and an amount in respect of 21 days of Paid Time Off you have accrued while employed. (c) In the event that any regular payroll date occurs prior to 150% of Executive’s Base Salary the Effective Date (as defined in the Employment Agreement) Release), any amount that would otherwise have been payable as a result of the subparagraphs (b)(i), (b)(ii) or (b)(iii) above shall be deferred and paid together with the regular salary installment on the first regular payroll date immediately prior following the Effective Date. (d) You acknowledge and agree that 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 you, monetarily or with respect to employee benefits or otherwise, including but not limited to any and all obligations arising under any alleged written or oral employment agreement, policy, plan or procedure of the 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 an employee benefit, insurance, or pension plan of the Company or any other member of the Company Group, subject to the Termination Date; (B) $386,250.00, which is equal to 150% terms and conditions of Executive’s Annual Bonus (as defined in the Employment Agreement) for 2019; (C) $416,666.67, which is equal to the unpaid portion of the retention bonus payable to Executive pursuant to that certain Retention Bonus Letter between APX and Executive, accepted and agreed to on June 13, 2018 (the “Retention Letter”such plan(s); and (D) $25,962.00, which is equal to the monthly COBRA costs of providing health and welfare benefits for Executive and Executive’s dependents under the plans in which Executive was participating on the Termination Date, for 18 months; and (ii) an amount equal to $1,356.84, on behalf of Executive, in respect of the amount required to buy out the Executive’s leased Company automobile and shall permit Executive to retain such automobile (collectively (i) and (ii), the “Separation Benefits”). Except as otherwise expressly required by law or as specifically provided herein, Executive shall have no right to compensation, benefits or other amounts after the Termination Date.