Common use of Post Termination Payment Obligations Clause in Contracts

Post Termination Payment Obligations. If, after Your completion of six (6) consecutive months of employment with the Company, the Company terminates Your employment Without Cause (as defined in sub-section 2F above), then the Company will: A. Pay You all accrued but unpaid wages through the termination date based on Your then-current base salary, and B. After Your “separation from service” as defined in Internal Revenue Code §409A(a)(2)(A)(i): (i) make payments to You in three (3) equal installments for a period of three (3) months (the “Separation Pay Period”) on the last day of each month (each such payment to be a “Separation Payment”). Each Separation Payment shall be for an amount equal to one twelfth (1/12) of Your then-current annual base salary. If the last day of the month falls on a weekend or a legal holiday, the respective Separation Payment will be paid on the business day immediately preceding such day. Except as provided in the previous sentence, under no circumstances will any Separation Payment to be made under this sub-paragraph be accelerated or deferred; (ii) reimburse You for any out of pocket COBRA premium expenses as they relate to Yours and Your eligible dependents’ under the Company’s major medical group health plan, on a monthly basis, for a period of three (3) months; and All payments made pursuant to this Section 3 will be subject to applicable withholdings, including, but not limited to, withholdings required by Internal Revenue Code §3401. Except as set forth in this Section 3, the Company shall have no other obligations to You, including under any provision of this Agreement, Company policy, or otherwise. The separation payments set forth above shall constitute full satisfaction of the Company’s obligations under this Agreement. In addition, the Company’s obligation to make the separation payments pursuant to this Section 3 shall be conditioned upon Your: 1. Execution and non-revocation of a Separation & Release Agreement in a form prepared by the Company, which includes, but is not limited to, Your release of the Company from any and all liability and claims of any kind; 2. Compliance with (i) the restrictive covenants contained in Section 4 below, and (ii) all other post-termination obligations to which You are subject; and 3. Cooperation with the Company as is reasonably necessary during the Separation Pay Period to support an effective transition of the position, duties, and responsibilities You performed immediately preceding the termination of Your employment. If You do not execute an effective Separation & Release Agreement as set forth above, the Company shall have no obligation to provide any separation payments to You under this Section 3. The Company’s obligation to continue to provide the separation payments set forth above shall terminate immediately upon: (i) any breach by You of any post-termination obligations to which You are subject, and/or (ii) any failure by You to cooperate with the Company during the Separation Pay Period as set forth above.

Post Termination Payment Obligations. If, after Your completion of six (6a) consecutive months of employment with the Company, the Company terminates If Your employment Without Cause (as defined terminates for any of the reasons set forth in sub-section 2F above)6(c) below, then the Company will: A. Pay shall pay You all accrued but unpaid wages wages, based on Your then current Base Salary, through the termination date based on Your then-current base salary, and B. After Your “separation from service” as defined in Internal Revenue Code §409A(a)(2)(A)(i): (i) make payments to You in three (3) equal installments for a period of three (3) months (the “Separation Pay Period”) on the last day of each month (each such payment to be a “Separation Payment”)date. Each Separation Payment shall be for an amount equal to one twelfth (1/12) of Your then-current annual base salary. If the last day of the month falls on a weekend or a legal holiday, the respective Separation Payment will be paid on the business day immediately preceding such day. Except as provided in the previous sentence, under no circumstances will any Separation Payment to be made under this sub-paragraph be accelerated or deferred; (ii) reimburse You for any out of pocket COBRA premium expenses as they relate to Yours and Your eligible dependents’ under the Company’s major medical group health plan, on a monthly basis, for a period of three (3) months; and All payments made pursuant to this Section 3 will be subject to applicable withholdings, including, but not limited to, withholdings required by Internal Revenue Code §3401. Except as set forth in this Section 3, the The Company shall have no other obligations to You, including under any provision of this Agreement, Company policy, or otherwise; provided, however, You shall continue to be bound by (a) the restrictive covenants set forth in Section 7 below, and (b) all other post-termination obligations to which You are subject. (b) If Your employment terminates for any of the reasons set forth in sub-sections 6(a), 6(b), 6(d) or 6(e) below, and Section 4 below does not apply, then the Company will pay You all accrued but unpaid Base Salary through the termination date. In addition, upon Your “separation from service” (within the meaning of Internal Revenue Code (“Code”) § 409A(a)(2)(A)(i)), the 1 Unless otherwise indicated, all capitalized terms used in this Agreement are defined in the “Definitions” section of Exhibit A. Exhibit A is incorporated by reference and is included in the definition of “Agreement.” Company shall: (i) pay You (or Your estate if applicable), within thirty (30) days of Your termination date, a lump sum payment equal to fifty percent (50%) of Your then current annual Base Salary; (ii) reimburse Your and Your eligible dependents’ COBRA premiums under the Company’s major medical group health plan on a monthly basis for a period of six (6) months; (iii) pay You (or Your estate if applicable), within thirty (30) days of Your termination date, a lump sum payment of Thirty Seven Thousand Five Hundred One Dollars and Fifty Cents ($37,501.50); and (iv) notwithstanding anything to the contrary in any applicable documents evidencing a grant of an award under the Lodgian, Inc. 2002 Stock Incentive Plan or any similar plan, accelerate the vesting of any such awards granted to You by the Company (the “Award(s)”) so that any such Award(s) comprised of options to purchase Company stock shall be immediately exercisable in full, or so that all vesting restrictions upon any such Award(s) comprised of restricted stock shall lapse (collectively, the payments and benefits set forth in the preceding sub-clauses (i) – (iv) to be referred to as the “Separation Benefits”). The separation payments set forth above Company shall have no other obligations to You, including under this Agreement, any Company policy, or otherwise. The Separation Benefits shall constitute full satisfaction of the Company’s obligations under this Agreement. In addition, the Lodgian, Inc. Executive Incentive Plan (the “Incentive Plan”), any Company policy, or otherwise. The Company’s obligation to make provide the separation payments pursuant to this Section 3 Separation Benefits shall be subject to Section 5 below and conditioned upon Your:Your satisfaction of the following conditions (the “Separation Benefits Conditions”): 1. (i) Execution and non-revocation of a Separation & Release Agreement in a form prepared by the Company, which includes, but is not limited to, Your release of releasing the Company from any and all liability and claims of any kind;; and 2. Compliance (ii) Your compliance with (ia) the restrictive covenants contained set forth in Section 4 7 below, and (iib) all other post-termination obligations to which You are subject; and 3. Cooperation with the Company as is reasonably necessary during the Separation Pay Period to support an effective transition of the position, duties, and responsibilities You performed immediately preceding the termination of Your employment. If You do not execute an effective Separation & Release Agreement as set forth above, the Company shall have no obligation to provide any separation payments the Separation Benefits to You under this Section 3sub-section. The Company’s obligation to continue to provide the separation payments Separation Benefits set forth above shall terminate immediately upon: (i) upon any breach by You of any post-termination obligations to which You are subject, and/or (ii) any failure by You to cooperate with the Company during the Separation Pay Period as set forth above.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons set forth in sub-sections 4A, 4B, 4C (except under the circumstances described in Section 5D below), 4D or 4E of this Agreement, then You shall be entitled to receive Your Base Salary through the termination date and any Bonus amounts you would be entitled to under Section 2B and thereafter the Company shall have no further obligations under this Agreement, but You shall continue to be bound by Sections 7A, 7B and 7C, and all other post-termination obligations contained in this Agreement. B. If, after within ninety (90) days following a Change of Control, this Agreement terminates for the reasons set forth in sub-sections 4F or 4G of this Agreement, then the Company shall pay You a separation payment equal to Your Base Salary in effect as of the date of termination for (i) three (3) months, if You are terminated prior to completion of six a Qualified Public Offering or (6ii) consecutive months twelve (12) months, if You are terminated after completion of employment a Qualified Public Offering, payable in accordance with the Company's normal payroll practices (or at the election of the Company, payable as a lump sum payment), and any prorated Bonus payments (to the extent earned by You prior to Your termination date). However, notwithstanding the forgoing, if the aggregate amounts payable to You pursuant to this Section 5B, together with any other payments made to You or on Your behalf by the Company terminates Your employment Without Cause as a result of such Change of Control, would cause You to receive aggregate "parachute payments" (as defined in Section 280G(b)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code")) exceeding three (3) times Your "base amount" (as defined in Section 280G(b)(3) of the Code), then the aggregate amounts payable to You pursuant to this Section 5B shall be reduced until Your aggregate "parachute payments" do not exceed three (3) times Your "base amount." C. If this Agreement terminates for the reasons set forth in sub-section 2F abovesections 4F or 4G of this Agreement (other than under the circumstances described in Section 5B), then the Company will: A. Pay shall pay You all accrued but unpaid wages through a separation payment equal to Your Base Salary in effect as of the date of termination date based on Your then-current base salary, and B. After Your “separation from service” as defined in Internal Revenue Code §409A(a)(2)(A)(i): for (i) make payments to You in three (3) months, if You are terminated prior to completion of a Qualified Public Offering or (ii) twelve (12) months, if You are terminated after completion of a Qualified Public Offering, payable in accordance with the Company's normal payroll practices (or at the election of the Company, payable as a lump sum payment), and any prorated Bonus payments (to the extent earned by You prior to Your termination date). D. If this Agreement terminates for the reason set forth in sub-section 4C of this Agreement by reason of an injury which occurs in the course of the performance of Your duties for the Company, then the Company shall pay You a separation payment equal installments for to three (3) months base salary in effect as of the date of termination, less the monthly amount that you are entitled to receive under any and all long-term and short-term disability insurance policies, payable over a period of three (3) months in accordance with the Company's normal payroll practices (or at the “Separation Pay Period”) on election of the last day of each month (each such payment to be Company, payable as a “Separation Payment”lump sum payment). Each Separation Payment . E. The Company's obligations under sub-section 5C shall be for an reduced by the aggregate amount equal to one twelfth (1/12) of Your then-current annual base salary. If the last day of the month falls on a weekend any compensation, equity, fees or a legal holiday, the respective Separation Payment will be paid on the business day immediately preceding such day. Except as provided other consideration received by You in the previous sentence, under no circumstances will connection with any Separation Payment to be made under this sub-paragraph be accelerated or deferred; (ii) reimburse services performed by You for any out person or entity after the date of pocket COBRA premium expenses termination, regardless that such services were rendered by You as they relate a partner, shareholder, consultant, employee or in any other manner whatsoever. F. In the event that the term of this Agreement expires or this Agreement terminates prior to Yours and Your eligible dependents’ under expiration of the Company’s major medical group health planEmployment Period, on a monthly basis, for a period of three (3) months; and All the separation payments made pursuant to this Section 3 will be subject to applicable withholdings, including, but not limited to, withholdings required by Internal Revenue Code §3401. Except as set forth in this Section 3, 5 and the Company shall have no other obligations to You, including under compensation received during any provision of this Agreement, Company policy, or otherwise. The separation payments set forth above notice period shall constitute full satisfaction of the Company’s 's obligations under this Agreement. In addition, the The Company’s 's obligation to make the separation payments pursuant to this Section 3 contemplated in Sections 5A through 5D shall be conditioned upon Your: 1. Execution and non-revocation of a Separation & and Release Agreement in a form prepared by the Company, which includes, but is not limited to, Your Company whereby You release of the Company from any and all liability and claims of any kind;; and 2. Compliance with (i) the restrictive covenants contained in Section 4 below(Sections 7A, 7B and (ii7C) and all other post-termination obligations to which You are subject; and 3. Cooperation with the Company as is reasonably necessary during the Separation Pay Period to support an effective transition of the position, duties, and responsibilities You performed immediately preceding the termination of Your employment. If You do not execute an effective Separation & Release Agreement as set forth above, the Company shall have no obligation to provide any separation payments to You under contained in this Section 3Agreement. The Company’s 's obligation to continue to provide make the separation payments set forth above in this Section 5 shall terminate immediately upon: (i) upon any breach by You of any post-termination obligations to which You are subject, and/or (ii) any failure by You to cooperate with the Company during the Separation Pay Period as set forth above.

Post Termination Payment Obligations. If, after Your completion of six (6) consecutive months of employment with the Company, the Company terminates Your employment Without Cause (as defined in sub-section 2F above), then the Company will: A. Pay You all accrued but unpaid wages through the termination date based on Your then-current base salary, and B. After Your “separation from service” as defined in Internal Revenue Code §409A(a)(2)(A)(i): (i) make payments to You in three six (36) equal installments for a period of three six (36) months (the “Separation Pay Period”) on the last day of each month (each such payment to be a “Separation Payment”). Each Separation Payment shall be for an amount equal to one twelfth (1/12) of Your then-current annual base salary. If the last day of the month falls on a weekend or a legal holiday, the respective Separation Payment will be paid on the business day immediately preceding such day. Except as provided in the previous sentence, under no circumstances will any Separation Payment to be made under this sub-paragraph be accelerated or deferred; (ii) reimburse You for any out of pocket COBRA premium expenses as they relate to Yours Your and Your eligible dependents’ COBRA premium under the Company’s major medical group health plan, plan on a monthly basis, basis for a period of three six (36) months; and and (iii) pay You a lump sum payment for Your accrued, unused vacation as of the date of termination. All payments made pursuant to this Section 3 will be subject to applicable withholdings, including, but not limited to, withholdings required by Internal Revenue Code §3401. Except as set forth in this Section 3, the Company shall have no other obligations to You, including under any provision of this Agreement, Company policy, or otherwise. The separation payments set forth above shall constitute full satisfaction of the Company’s obligations under this Agreement. In addition, the Company’s obligation to make the separation payments pursuant to this Section 3 shall be conditioned upon Your: 1. Execution and non-revocation of a Separation & Release Agreement in a form prepared by the Company, which includes, but is not limited to, Your release of the Company from any and all liability and claims of any kind; 2. Compliance with (i) the restrictive covenants contained in Section 4 below, and (ii) all other post-termination obligations to which You are subject; and 3. Cooperation with the Company as is reasonably necessary during the Separation Pay Period to support an effective transition of the position, duties, and responsibilities You performed immediately preceding the termination of Your employment. If You do not execute an effective Separation & Release Agreement as set forth above, the Company shall have no obligation to provide any separation payments to You under this Section 3. The Company’s obligation to continue to provide the separation payments set forth above shall terminate immediately upon: (i) any breach by You of any post-termination obligations to which You are subject, and/or (ii) any failure by You to cooperate with the Company during the Separation Pay Period as set forth above.

Post Termination Payment Obligations. If, after Your completion A. If this Agreement terminates for any of six (6) consecutive months of employment with the Company, the Company terminates Your employment Without Cause (as defined reasons set forth in sub-section 2F abovesections 4A, 4B, 4C (except under the circumstances described in Section 5D below), 4D or 4E of this Agreement, then You shall be entitled to receive Your Base Salary through the termination date and any Bonus amounts you would be entitled to under Section 2B and thereafter the Company shall have no further obligations under this Agreement, but You shall continue to be bound by Sections 7A, 7B and 7C, and all other post-termination obligations contained in this Agreement. B. If, within ninety (90) days following a Change of Control, this Agreement terminates for the reasons set forth in sub-sections 4F or 4G of this Agreement, then the Company will: A. Pay shall pay You all accrued but unpaid wages through the termination date based on Your then-current base salary, and B. After Your “a separation from service” as defined in Internal Revenue Code §409A(a)(2)(A)(i): (i) make payments payment equal to You in three (3) equal installments for months Base Salary in effect as of the date of termination, payable over a period of three (3) months in accordance with the Company's normal payroll practices (or at the election of the Company, payable as a lump sum payment), and any prorated Bonus payments (to the extent earned by You prior to Your termination date). For each month of service after three months, the forgoing separation payment shall be increase by one month Base Salary, with a maximum separation payment equal to twelve (12) months Base Salary in effect as of the date of termination, payable over a period of twelve (12) months in accordance with the Company's normal payroll practices (or at the election of the Company, payable as a lump sum payment). However, notwithstanding the forgoing, if the aggregate amounts payable to You pursuant to this Section 5B, together with any other payments made to You or on Your behalf by the Company as a result of such Change of Control, would cause You to receive aggregate "parachute payments" (as defined in Section 280G(b)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Separation Pay Period”"Code")) on exceeding three (3) times Your "base amount" (as defined in Section 280G(b)(3) of the last day of each month (each such payment Code), then the aggregate amounts payable to be a “Separation Payment”). Each Separation Payment You pursuant to this Section 5B shall be reduced until Your aggregate "parachute payments" do not exceed three (3) times Your "base amount." C. If this Agreement terminates for an amount the reasons set forth in sub-sections 4F or 4G of this Agreement (other than under the circumstances described in Section 5B), then the Company shall pay You a separation payment equal to one twelfth (1/12) of Your then-current annual base salary. If the last day Base Salary in effect as of the month falls on a weekend or a legal holidaydate of termination for three (3) months, the respective Separation Payment will be paid on the business day immediately preceding such day. Except as provided in the previous sentence, under no circumstances will any Separation Payment to be made under this sub-paragraph be accelerated or deferred; (ii) reimburse You for any out of pocket COBRA premium expenses as they relate to Yours and Your eligible dependents’ under the Company’s major medical group health plan, on a monthly basis, for payable over a period of three (3) months in accordance with the Company's normal payroll practices (or at the election of the Company, payable as a lump sum payment), and any prorated Bonus payments (to the extent earned by You prior to Your termination date). For each month of service after three months; , the forgoing separation payment shall be increase by one month Base Salary, with a maximum separation payment equal to twelve (12) months Base Salary in effect as of the date of termination , payable over a period of twelve (12) months in accordance with the Company's normal payroll practices (or at the election of the Company, payable as a lump sum payment). D. If this Agreement terminates for the reason set forth in sub-section 4C of this Agreement by reason of an injury which occurs in the course of the performance of Your duties for the Company, then the Company shall pay You a separation payment equal to three (3) months base salary in effect as of the date of termination, payable over a period of three (3) months in accordance with the Company's normal payroll practices (or at the election of the Company, payable as a lump sum payment), less the monthly amount that you are entitled to receive under any and All all long-term and short-term disability insurance policies, payable in accordance with the Company's normal payroll practices (or at the election of the Company, payable as a lump sum payment). For each month of service after three months, the forgoing separation payment shall be increase by one month Base Salary, with a maximum separation payment equal to twelve (12) months Base Salary in effect as of the date of termination, payable over a period of twelve (12) months in accordance with the Company's normal payroll practices (or at the election of the Company, payable as a lump sum payment). E. The Company's obligations under sub-section 5C shall be reduced by the aggregate amount of any compensation, equity, fees or other consideration received by You in connection with any services performed by You for any person or entity after the date of termination, regardless that such services were rendered by You as a partner, shareholder, consultant, employee or in any other manner whatsoever. F. In the event that the term of this Agreement expires or this Agreement terminates prior to expiration of the Employment Period, the separation payments made pursuant to this Section 3 will be subject to applicable withholdings, including, but not limited to, withholdings required by Internal Revenue Code §3401. Except as set forth in this Section 3, 5 and the Company shall have no other obligations to You, including under compensation received during any provision of this Agreement, Company policy, or otherwise. The separation payments set forth above notice periods shall constitute full satisfaction of the Company’s 's obligations under this Agreement. In addition, the The Company’s 's obligation to make the separation payments pursuant to this Section 3 contemplated in Sections 5A through 5D shall be conditioned upon Your: 1. Execution and non-revocation of a Separation & and Release Agreement in a form prepared by the Company, which includes, but is not limited to, Your Company whereby You release of the Company from any and all liability and claims of any kind;; and 2. Compliance with (i) the restrictive covenants contained in Section 4 below(Sections 7A, 7B and (ii7C) and all other post-termination obligations to which You are subject; and 3. Cooperation with the Company as is reasonably necessary during the Separation Pay Period to support an effective transition of the position, duties, and responsibilities You performed immediately preceding the termination of Your employment. If You do not execute an effective Separation & Release Agreement as set forth above, the Company shall have no obligation to provide any separation payments to You under contained in this Section 3Agreement. The Company’s 's obligation to continue to provide make the separation payments set forth above in this Section 5 shall terminate immediately upon: (i) upon any breach by You of any post-termination obligations to which You are subject, and/or (ii) any failure by You to cooperate with the Company during the Separation Pay Period as set forth above.

Post Termination Payment Obligations. If, after Your completion of six (6) consecutive months of employment with the Company, If the Company terminates Your employment Without Cause (as defined in sub-section 2F above), then the Company will: A. Pay You all accrued but unpaid wages through the termination date based on Your then-current base salary, and B. After Your “separation from service” as defined in Internal Revenue Code §409A(a)(2)(A)(i): (i) make payments to You in three six (36) equal installments for a period of three six (36) months (the “Separation Pay Period”) on the last day of each month (each such payment to be a “Separation Payment”). Each Separation Payment shall be for an amount equal to one twelfth (1/12) of Your then-current annual base salary. If the last day of the month falls on a weekend or a legal holiday, the respective Separation Payment will be paid on the business day immediately preceding such day. Except as provided in the previous sentence, under no circumstances will any Separation Payment to be made under this sub-paragraph be accelerated or deferred; (ii) reimburse You for any out of pocket COBRA premium expenses as they relate to Yours Your and Your eligible dependents’ COBRA premium under the Company’s major medical group health plan, plan on a monthly basis, basis for a period of three six (36) months; and and (iii) pay You a lump sum payment for Your accrued, unused vacation as of the date of termination. All payments made pursuant to this Section 3 will be subject to applicable withholdings, including, but not limited to, withholdings required by Internal Revenue Code §3401. Except as set forth in this Section 3, the Company shall have no other obligations to You, including under any provision of this Agreement, Company policy, or otherwise. The separation payments set forth above shall constitute full satisfaction of the Company’s obligations under this Agreement. In addition, the Company’s obligation to make the separation payments pursuant to this Section 3 shall be conditioned upon Your: 1. Execution and non-revocation of a Separation & Release Agreement in a form prepared by the Company, which includes, but is not limited to, Your release of the Company from any and all liability and claims of any kind; 2. Compliance with (i) the restrictive covenants contained in Section 4 below, and (ii) all other post-termination obligations to which You are subject; and 3. Cooperation with the Company as is reasonably necessary during the Separation Pay Period to support an effective transition of the position, duties, and responsibilities You performed immediately preceding the termination of Your employment. If You do not execute an effective Separation & Release Agreement as set forth above, the Company shall have no obligation to provide any separation payments to You under this Section 3. The Company’s obligation to continue to provide the separation payments set forth above shall terminate immediately upon: (i) any breach by You of any post-termination obligations to which You are subject, and/or (ii) any failure by You to cooperate with the Company during the Separation Pay Period as set forth above.

Post Termination Payment Obligations. If, after Your completion of six (6) consecutive months of employment with the Company, If the Company terminates Your employment Without Cause (as defined in sub-section 2F above), then the Company will: A. Pay You all accrued but unpaid wages through the termination date based on Your then-current base salary, and B. After Your “separation from service” as defined in Internal Revenue Code §409A(a)(2)(A)(i): (i1) make payments to You in three nine (39) equal installments for a period of three nine (39) months (the “Separation Pay Period”) on the last day of each month (each such payment to be a “Separation Payment”). Each Separation Payment shall be for an amount equal to one twelfth (1/12) of Your then-current annual base salary. If the last day of the month falls on a weekend or a legal holiday, the respective Separation Payment will be paid on the business day immediately preceding such day. Except as provided in the previous sentence, under no circumstances will any Separation Payment to be made under this sub-paragraph be accelerated or deferred; (ii2) reimburse You for any out of pocket COBRA premium expenses as they relate to Yours and Your eligible dependents’ under the Company’s major medical group health plan, on a monthly basis, for a period of three nine (39) months; and All payments made pursuant to this Section 3 will be subject to applicable withholdings, including, but not limited to, withholdings required by Internal Revenue Code §3401. Except as set forth in this Section 3, the Company shall have no other obligations to You, including under any provision of this Agreement, Company policy, or otherwise. The separation payments set forth above shall constitute full satisfaction of the Company’s obligations under this Agreement. In addition, the Company’s obligation to make the separation payments pursuant to this Section 3 shall be conditioned upon Your: 1. Execution and non-revocation of a Separation & Release Agreement in a form prepared by the Company, which includes, but is not limited to, Your release of the Company and its agents from any and all liability and claims of any kind; 2. Compliance with (i) the restrictive covenants contained in Section 4 below, and (ii) all other post-termination obligations to which You are subject; and 3. Cooperation with the Company as is reasonably necessary during the Separation Pay Period to support an effective transition of the position, duties, and responsibilities You performed immediately preceding the termination of Your employment. If You do not execute an effective Separation & Release Agreement as set forth above, the Company shall have no obligation to provide any separation payments or benefits to You under this Section 3. The Company’s obligation to continue to provide the separation payments and other benefits set forth above shall terminate immediately upon: (i) any breach by You of any post-termination obligations to which You are subject, and/or (ii) any failure by You to cooperate with the Company during the Separation Pay Period as set forth above.