Transition and Separation Clause Samples

Transition and Separation. (a) Effective on April 8, 2024 (the “Transition Date”), the Employee’s role as President of Intelligent Platform Solutions and status as an officer of the Company and each of its affiliates will end. The Employee’s employment with the Company shall continue as of the Transition Date and end on the earliest of (i) June 30, 2024 (the “Planned Separation Date”), (ii) the date the Employee takes any action that constitutes Cause (as defined in the Offer Letter), or (iii) the date the Employee voluntarily terminates employment with the Company for any reason (the earliest such date, the “Separation Date”). (b) During the period (the “Employment Period”) beginning on the Transition Date and ending on the Separation Date, the Employee will remain employed by the Company as an Advisor reporting to the Chief Executive Officer of the Company (the “CEO”) and provide transition services (the “Transition Services”) on an as-requested and as-needed based in the Employee’s areas of expertise and work experience and responsibility. (c) During the Employment Period, the Employee will continue to be paid base salary at the rate in effect on the Effective Date and continue to be eligible for the employee benefit plans made available to executives of the Company on the terms and conditions set forth in such employee benefit plans. All payments made to the Employee during the Employment Period will be subject to any required withholding taxes and authorized deductions. (d) The Stratus Retention Bonus (as defined in the Offer Letter), which the Employee earned on April 1, 2024, will be paid to the Employee no later than the Company’s second regular payroll date following April 1, 2024. (e) During the Employment Period, the Employee will remain eligible to earn the SGH Retention Bonus (as defined in the Offer Letter). Accordingly, if the Employee remains employed in good standing with the Company through May 31, 2024, the Company will pay the Employee a cash bonus in the amount of $1,133,000, less applicable withholding taxes, no later than the Company’s second regular payroll date following May 31, 2024. (f) During the Employment Period, the RSU Award (as defined in Section 3) shall continue to vest in accordance with its terms. On the Separation Date, the then-unvested portion of the | RSU Award, after applying any vesting acceleration to which the Employee is entitled under Section 3, shall be forfeited. (g) The Employee agrees that, during the Employment Period and thereafte...

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. As you know, your employment with the Company is ending effective March 31, 2013 (the “Separation Date”). Between now and the Separation Date (the “Transition Period”), you agree to provide transition services to the Company as more fully described herein. a. By signing below, you hereby confirm that, effective as of February 1, 2013, you resigned as each of the Principal Accounting Officer, Secretary, Treasurer and Chief Financial Officer for the Company, and acknowledge and agree that no such resignations were for Good Reason as defined in Section 6(i) of that certain Employment Agreement between you and the Company dated November 5, 2010 and attached hereto as Exhibit A (the “Employment Agreement”). b. During the Transition Period, you shall continue to hold the position of Executive Vice President of Operations. You shall report to the Board of Directors through its Chairman for all purposes during the Transition Period; effective immediately, you shall no longer report to ▇▇▇▇▇ ▇▇▇▇▇▇▇. You agree to cooperatively and diligently provide the transition services outlined in Exhibit B to this Agreement and any other services as may otherwise be reasonably requested by the Company. c. During the Transition Period, the Company will continue to pay you your regular base salary, and you will continue to be eligible to (i) participate in benefits customarily afforded to other employees, including participation in the Company-sponsored health benefits plan to the fullest extent allowed by the plan, and (ii) continue vesting of your Options and RSUs (as defined and described in Paragraph 6 below). ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ d. On the Separation Date, you will resign from all officer positions you hold with the Company as of that time.

Transition and Separation. ​ (a) Executive shall remain employed by the Company as the Company’s Chief Commercial Officer from the Effective Date until March 31, 2025 (the “Separation Date” and such period, the “Transition Period”) on the terms contained herein. The parties hereto acknowledge and agree that, effective as of the Effective Date, that certain Offer Letter, dated as of September 7, 2017, by and between Executive and the Company (the “Offer Letter”) shall terminate and the Company shall have no further obligations thereunder. Executive agrees that, prior to the Separation Date, Executive will continue to perform his duties, responsibilities and functions for the Company as would reasonably be expected to be usual and customary for Executive’s position, and will not engage in any other employment, occupation, consulting or other business activity, other than Executive’s current outside activities, including civic, charitable, and industry activities.

Transition and Separation. The Executive shall continue to be employed as the CLO from the date of this Agreement until 5 p.m. (Eastern time) on March 31, 2024 (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 the CLO 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). 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. Your employment with the Company will end effective September 9, 2022 (the “Separation Date”). From the date of this Agreement through your Separation Date (the “Transition Period”), you will assist with mutually agreed messaging regarding your transition, assist with the transition of your duties, drive the retention of a third-party learning and development consultant to stand up a manager training program and transition your relationship with RSM to ▇▇▇▇▇ ▇▇▇▇▇▇, President and CFO. Further, during this Transition Period, you agree not to work for any other company, entity or person without the Company’s prior written consent. You agree that you will perform such duties and transition diligently and in good faith. Notwithstanding anything to the contrary in this provision, the Company may terminate your employment earlier for cause, which shall include obligations under the CIIAA (as defined below) or Company policies, in which case, that earlier date will become the “Separation Date” for purposes of this Agreement. Following the Separation Date, you agree that you will not represent to anyone that you are still an employee 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.

Transition and Separation. Effective as of September 13, 2021 (the “Transition Date”), you hereby resign from your position as Chief Financial Officer of the Company and from any other officer or director position you may hold with the Company or any of its Affiliates (as defined below). From and after the Transition Date, you shall not present yourself or hold yourself out to others as being the Chief Financial Officer or other executive officer of the Company or any of its Affiliates. During the period from the Transition Date until November 30, 2021 (such date, the “Separation Date”, and such period, the “Transition Period”) and subject to Section 6, you shall remain a non-executive employee of the Company and shall provide such transition services as are requested by the Chief Executive Officer or the Chief Financial Officer of the Company from time to time (the “Transition Services”). Effective as of the Separation Date, you hereby also resign from your position as an employee of the Company and thereafter shall not have any position with the Company or its Affiliates. From and after the Separation Date, you shall not present yourself or hold yourself out to others as being an employee, officer, consultant, agent or representative of the Company or any of its Affiliates. You agree that, while such resignations are intended to be self-effectuating, you shall execute any documentation that the Company determines necessary or appropriate to facilitate such resignations.

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. 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.