Transition and Separation Clause Samples

Transition and Separation. By executing this Agreement, you agree that your services under the Services Agreement between the Company and you dated May 26, 2022 (the “Services Agreement”), will terminate effective February 1, 2025 (the “Retirement Date”). The period between the execution date of this Agreement and the Retirement Date shall be the “Transition Period.” You agree to resign from the position of Chief Executive Officer (“CEO”) and from any directorships or offices that you hold in the Company or any affiliate effective as of the sooner to occur of (a) two weeks after the effective date on which the Board elects your successor as CEO or (b) February 1, 2025. If the Board elects a successor CEO prior to February 1, 2024, you will continue to be engaged by the Company as a Strategic Advisor to the Board and the Company for the remainder of the Transition Period. During the Transition Period, you will continue to receive your current salary and health benefits provided for under the Services Agreement between the Company and you dated May 26, 2022 (the “Services Agreement”), provided, however, that you will not be eligible for any other compensation, including bonus eligibility except as provided in Section 3(b) below. If a successor CEO is elected by the Board during the Transition Period, your duties will be as assigned by the Board. For avoidance of doubt, at any time during the Transition Period, the Company is entitled to put you on non-working garden leave, including directing you to no longer provide services, come to the office, or otherwise engage in business on behalf of the Company; provided that you will be considered an employee during such garden leave for the purposes of salary and health benefits as described above. The Company will continue to provide indemnity in connection with services provided by you during the Transition Period as set forth in the Indemnification Agreement between you and the Company and the Company’s Articles and Bylaws. At the discretion of the Company, during the Transition Period, the Company will continue to provide you with clerical support and expense reimbursement consistent with that provided to you prior to the execution of this Agreement. At the discretion of the Company, you will continue to be provided with a Company laptop and access to the Company’s records and information systems in order to perform your services during the Transition Period.

Transition and Separation. Within 5 Business Days of the Signing Date, the Provider and the Recipient shall form a committee which shall be tasked with formulating a plan for the separation of the Sale Group from the Retained Group and the later transition of the services covered by this Schedule to the Recipient and the Recipient’s Group (the “Transition and Separation Plan”). Each of the Provider and the Recipient shall use its best endeavours to finalise the Transition and Separation Plan by Completion.

Transition and Separation. The Executive shall continue to be employed as Executive Chairman from the date of this Agreement until 5 p.m. (Eastern time) on December 31, 2022 (the “Separation Date,” and the period commencing on the date of this Agreement and ending on the Separation Date, the “Transition Period”). During the Transition Period, the Executive will transition the Executive’s role and all of the Executive’s duties and responsibilities to the individual(s) designated by the Company and will continue to receive the compensation and benefits provided under the Employment Agreement. The Executive hereby resigns, effective as of the Separation Date, from his position as Executive Chairman and from all of his other positions with the Company and its affiliates (including, without limitation, as a fiduciary of any benefit plan of the Company or any of its affiliates), other than in respect of the Executive’s Board Role, as further described below. The Executive shall execute such additional documents as reasonably requested by the Company to evidence the foregoing resignations. For the avoidance of doubt, the Executive will experience a “separation from service” (as defined under Code Section 409A) on the Separation Date.

Transition and Separation. As mutually agreed by you and the Company, your anticipated separation date with the Company is December 31, 2024, unless your employment is terminated earlier by your voluntary termination, by the Company, or on another date agreed to in writing between you and the Company (the “Separation Date”). If your employment terminates earlier or later than the anticipated Separation Date, that date will become the “Separation Date” for purposes of this Agreement and the Second Release agreement, which is attached as Attachment 2 (the “Second Release”). By signing this Agreement, you acknowledge and agree that effective as of the Effective Date, you shall be deemed to have resigned from any and all officer or other positions held by you with the Company and any subsidiaries and affiliates of the Company, including but not limited to resignation as the Chief Legal Officer and Secretary of the Company, and you agree to promptly execute and deliver any additional documentation that may be necessary to give effect to all such resignations. Similarly, the Company will promptly take any actions necessary to give effect to such resignations. After the Separation Date, you agree that you will not represent to anyone that you are still an employee or advisor of the Company, and you will not say or do anything purporting to bind the Company or any of its affiliates, after the Separation Date. As further described below, the Company is willing to continue your employment through the time period between the Effective Date and the Separation Date, also referred to as your “Transition Period.”

Transition and Separation. Executive's employment relationship with Rackspace will continue through the close of business on April 15, 2011. Executive's position as an officer and CFO of Rackspace may end prior to April 15, 2011 if the board appoints a new chief financial officer before April 15, 2011. In that event, Executive will resign as an officer and CFO but will continue as a full-time employee, and assist with the transition of the new appointee, through April 15, 2011 at his current rate of pay unless otherwise agreed by the parties. Executive's resignation from employment and all officer positions shall be no later than April 15, 2011 (“Separation Date”). The Executive shall be deemed to have resigned without further action on his part, effective on the Separation Date (unless the resignation as an officer has happened sooner as noted above), his position as Senior Vice President, Chief Financial Officer and Treasurer of the Company. In addition, the Executive shall be deemed to have resigned (i) from all other offices of the Company to which he has been elected by the Board or to which he has otherwise been appointed, (ii) from all offices of any entity that is a subsidiary of, or is otherwise related to or affiliated with, the Company, (iii) from all administrative, fiduciary or other positions he may hold with respect to arrangements or plan for, of or relating to the Company or any subsidiary or other affiliate of the Company, and (iv) from any other office or other position of any corporation, partnership, joint venture, or other enterprise (each, an “Other Entity”) insofar as the Executive is serving in the office or other position of the Other Entity at the request of the Company; provided, however, that if such resignation results in noncompliance with any statute, rule or regulation applicable to any entity, subsidiary, other affiliate of the Company or Other Entity, such resignation shall be effective at such time as the resignation would be in compliance with any such statute, rule or regulation. The Company hereby consents to and accepts such resignations.

Transition and Separation. Your last day of work with the Company and your employment resignation date will be April 3, 2015 (the “Resignation Date”). Between the date hereof and the Resignation Date, you acknowledge that the Company may reduce or eliminate some or all of your duties, authorities and responsibilities in such manner as it determines to be appropriate in its sole discretion. In addition, you will transition services between the date hereof and the Resignation Date (and for a reasonable period thereafter to the extent reasonably requested by the Company) to facilitate a smooth transition of your job responsibilities to your successor, and perform such other duties and responsibilities prior to the Resignation Date as reasonably requested by the Company. You will resign all of your positions at the Company and its affiliates (and as a fiduciary of any benefit plan of the Company and its affiliates) as of the Resignation Date, and you will execute such additional documents as requested by the Company to evidence the foregoing. From the date hereof until the Resignation Date, the Company will continue to pay your regular base salary and you generally will continue to be eligible for all employee benefits to which you are currently entitled.

Transition and Separation. From June 30, 2022 until July 15, 2022 (“Transition Period”), as directed by the Company’s Chief Executive Officer (“CEO”), the Executive shall effectively transition his relationships with the Company’s banking partners to others at the Company, complete any other duties or requests on a timely basis, and otherwise fully cooperate with the Company in transitioning out of the Executive’s role as Chief Strategy Officer and General Manager of Vroom Financial Services (“Transition Duties”). Effective as of July 15, 2022 (the “Separation Date”), the Executive’s employment with Vroom Automotive, LLC is hereby terminated and the Executive hereby resigns from all roles as a director and/or officer of Vroom Automotive LLC and each of its Affiliates, as applicable; provided he shall serve as a consultant to Vroom Automotive LLC and its Affiliates through February 15, 2023, as set forth in the consulting agreement attached hereto as Exhibit A ("Consulting Agreement”). From and after the Separation Date, the Executive shall not present himself or hold himself out to others as being an employee, officer, agent, or representative of the Company or any of its Affiliates.

Transition and Separation. Your last day of work with the Company and your employment termination date will be January 31, 2013 or such earlier date as determined by the Company (the “Separation Date”). You will resign all of your positions at the Company and its affiliates (and as a fiduciary of any benefit plan of the Company and its affiliates) as of the Separation Date, and you will execute such additional documents as requested by the Company to evidence the foregoing. The Separation Date will be the termination date of your employment for purposes of active participation in and coverage under all benefit plans and programs sponsored by or through the Company or its affiliates.

Transition and Separation. Employee and Employer understand and agree that, effective as of January 25, 2024 (the “Transition Date”), Employee will resign from Employee’s position as Chief Legal and Compliance Officer and Corporate Secretary of Employer and will be relieved of all duties, except as otherwise set forth herein. For the entire period between the Transition Date and September 30, 2024 (the “Termination Date” and such period the “Transition Period”), Employee will be considered a non-executive in the role of Senior Advisor, during which time Employee shall be available to provide transition services (the “Transition Services”) upon Employer’s request as set forth in a side letter (“Letter”) to this Agreement. As of the Termination Date, and subject to the remainder of this Agreement, Employee will be terminated without Cause (as defined in the Severance Guidelines) and Employee’s employment and performance of any Transition Services will cease. Employer will pay Employee all compensation earned through the Termination Date and any accrued and unused vacation pay through the Termination Date on the Termination Date (the “Final Pay”). Employee is not required to sign this Agreement (or the Supplemental Release attached as Exhibit A hereto (the “Supplemental Release”)) in order to receive her Final Pay.