Common use of Separation and Payment Clause in Contracts

Separation and Payment. (a) I performed my regular duties with the University through October 26, 2012 and will be paid my base salary through Friday, January 4, 2013 (the "Separation Date"), on which date my employment with the University ended. The Parties agree that my separation shall be treated as a resignation. After October 26, 2012, I will not be obligated to perform any day-to-day services other than those identified in Section 6: Transition Assistance. There will be no restrictions on my consulting to other organizations following October 26, 2012 through June 30, 2013. (b) I shall be paid at my current base salary rate through January 4, 2013. I shall be paid my 4th Quarter, 2012 additional compensation in the 1St Quarter of 2013. I am not eligible for and shall not receive any other 2012 year end compensation. (c) As consideration for my entering into this Agreement, the University agrees to enter into a separate consulting agreement, to be mutually agreed upon by the Parties, whereby I will be engaged to provide certain consulting services, and which, among other terms and conditions, shall (i) have a term from January 1, 2013 through June 30, 2013, and (ii) provide for payment of a monthly retainer fee of $28,000.00 per month for the six months ending June 30, 2013. The first payment (January) will be advanced and paid in December 2012. (d) As of the Separation Date, I shall not be eligible and am not eligible to participate in the University vacation, sick, Flexible Spending Account (FSA), retirement, life insurance and disability insurance benefits plans. My health, dental and vision insurance coverage (if applicable) will continue through the last day of the separation month, except to any extent provided by applicable law. (e) Once all of the payments referred to in this paragraph 1 of this Agreement have been made, I shall have been paid all compensation due and owing to me under this Agreement and under any contract I have or may have had with the University or from any other source of entitlement, including all wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, leave, severance pay or other benefits. I further acknowledge and agree that the payments referred to in this paragraph 1, in addition to compensating me fully for time worked and services rendered through the end of my employment, include consideration for my promises contained in this Agreement, and that such consideration is above and beyond any wages, salary, or other sums to which I am entitled from the University under the terms of my employment or under any other contract or law.

Separation and Payment. (a) I performed my regular duties shall resign from any and all positions with the University through October 26Employer or any subsidiary or joint venture thereof, 2012 effective January 16, 2015 (the “Separation Date”). The Employer will pay me all wages, salary, business reimbursement expenses, and will other payments due as of the Separation Date, including 120 hours of accrued leave benefits ($17,308) due in accordance with Employer policy. All amounts due under this subsection shall be paid my base salary through Fridaywithin 72 hours of the execution of this Agreement, January 4less tax withholding as determined by the Employer. Notwithstanding the foregoing, 2013 (the "Separation Date"), on which date my employment with the University endedI acknowledge that I am not due a 2014 bonus payment or any other bonus or incentive payments. The Parties I further acknowledge and agree that my separation shall be treated as a resignation. After October 26no outstanding equity interests held by me which have not heretofore vested will vest, 2012including, I will not be obligated to perform any day-to-day services other than those identified in Section 6: Transition Assistance. There will be no restrictions on my consulting to other organizations following October 26without limitation, 2012 through June 30, 2013LTIPs. (b) I shall be paid at In consideration of my current base salary rate through January 4agreeing to and complying with the terms of this Agreement, 2013the Employer shall, subject to Section 1(c) and Section 5 hereof: (i) pay me an aggregate sum of up to $300,000, in equal monthly installments over a twelve (12) month period, less tax withholding as determined by the Employer; (ii) pay me for an additional 197 hours of PTO ($28,413), less tax withholding as determined by the Employer; (iii) provide me with the health continuation coverage benefits set forth in Exhibit A; and (iv) provide me with a release from the terms of my Covenant Not to Compete, as specified below in Section 3 of this Agreement (collectively, the “Severance Benefits”). I shall be paid my 4th QuarterFor the avoidance of doubt, 2012 additional compensation in the 1St Quarter event Employer determines to stop providing my Severance Benefits in accordance with Section 1(c) hereof, I may retain all amounts received by me until the date of 2013. I am not eligible for and shall not receive any other 2012 year end compensationsuch determination of cessation of payments of further Severance Benefits. (c) As consideration for The Severance Benefits set forth in Section 1(b) shall not be provided unless and until the Employer receives this signed Agreement from me and the revocation period (described below) expires without the Agreement being revoked (the date on which the latter of these two events occurs shall be referred to as the “Effective Date”). Additionally, the installment payments contemplated by Section 1(b)(i) shall be made beginning sixty (60) days following the Separation Date. Notwithstanding anything herein to the contrary, it is understood and agreed that the Audit Committee of the Board of Directors of the Employer (the “Committee”) may cause the Employer to discontinue the provision of the Severance Benefits if the Committee determines, at any time, in its sole and absolute discretion, that I have breached this Agreement or otherwise failed to comply with my entering into obligations hereunder in a manner satisfactory to the Committee, including, without limitation, a failure to comply with Section 5 of this Agreement, the University agrees to enter into a separate consulting agreement, to which determination shall be mutually agreed upon made by the Parties, whereby I will be engaged to provide certain consulting services, Audit Committee in its sole and which, among other terms and conditions, shall (i) have a term from January 1, 2013 through June 30, 2013, and (ii) provide for payment of a monthly retainer fee of $28,000.00 per month for the six months ending June 30, 2013. The first payment (January) will be advanced and paid in December 2012absolute discretion. (d) As of the Separation DateDate or (only for those plans which provide that participation ends on the last day of the month in which the separation occurs) as of the last day of the month in which the separation occurred, I shall not be eligible and am not eligible to participate in the University vacationany Employer bonus, sickincentive, Flexible Spending Account (FSA)benefit, retirementinsurance, or similar plans, including without limitation medical and dental insurance, life insurance, accidental death and dismemberment insurance, legal services plan, any retirement and 401(k) plan, vacation leave, sick leave, disability insurance, and stock purchase plan. Nothing in this Section shall prevent me from participating (to the extent that I am eligible to participate) in any applicable insurance and disability insurance benefits plans. My health, dental and vision insurance continuation coverage (if applicable) will continue through the last day of the separation month, except to any extent provided by applicable lawprogram as set forth in Exhibit “A”. (e) Once Subject to and regardless of any revocation or cessation of the payment of Severance Benefits contemplated by Section 1(c) hereof, once all of the payments to which I am determined to be entitled to by the Audit Committee referred to in this paragraph Section 1 of this Agreement have been made, I acknowledge and agree that I shall have been paid all compensation due and owing to me under this Agreement and Agreement, under any contract employment or other contract, whether written or oral, I have or may have had with the University Employer or any subsidiary thereof, including, without limitation, the Existing Agreement (as defined in Section 8 hereof) under any separation or severance policy, or from any other source of entitlement, including all wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, paid leave, severance pay or other benefits. I further acknowledge and agree that the payments referred to in this paragraph 1, in addition to compensating me fully for time worked and services rendered through the end of my employment, include Severance Benefits are consideration for my promises contained in this Agreement, and that such consideration is above and beyond any wages, salary, bonuses, severance, or other sums or benefits to which I am entitled from the University Employer under the terms of my employment or under any other contract policy, contract, or law.

Separation and Payment. (a) I performed my regular duties shall resign from any and all positions with the University through October 26Employer or any subsidiary or joint venture thereof, 2012 effective January 16, 2015 (the “Separation Date”), and shall not in the future hold or attempt to hold, or accept any appointment to, any position as an officer or employee of Employer or any of its affiliates without the consent of the Board of Directors of the Employer (the “Board”). The Employer will pay me all wages, salary, business reimbursement expenses, and other payments due as of the Separation Date, including 120 hours of accrued leave benefits ($38,942) due in accordance with Employer policy. All amounts due under this subsection shall be paid my base salary through Fridaywithin 72 hours of the execution of this Agreement, January 4less tax withholding as determined by the Employer. Notwithstanding the foregoing, 2013 (the "Separation Date"), on which date my employment with the University endedI acknowledge that I am not due a 2014 bonus payment or any other bonus or incentive payments. The Parties I further acknowledge and agree that my separation shall be treated as a resignation. After October 26no outstanding equity interests held by me which have not heretofore vested will vest, 2012including, I will not be obligated to perform any day-to-day services other than those identified in Section 6: Transition Assistance. There will be no restrictions on my consulting to other organizations following October 26without limitation, 2012 through June 30, 2013LTIPs. (b) In consideration of my agreeing to and complying with the terms of this Agreement, the Employer shall, subject to Section 1(c) and Section 10 hereof: (i) pay me an aggregate sum of up to $675,000, in equal monthly installments over a twelve (12) month period, less tax withholding as determined by the Employer; (ii) provide me with the health continuation coverage benefits set forth in Exhibit A; and (iii) provide me with a release from the terms of my Covenant Not to Compete, as specified below in Section 4 (collectively, the “Severance Benefits”). For the avoidance of doubt, in the event Employer determines to stop providing my Severance Benefits in accordance with Section 1(c) hereof, I may retain all amounts received by me until the date of such determination of cessation of payments of further Severance Benefits. As of the Separation Date, there shall be paid at no restriction on my current base salary rate through January 4ability to pledge or otherwise encumber any of the stock or OP units in the Employer owned by me or my affiliates. In addition, 2013. I in connection with an IPO or other sale, conveyance or other transaction involving the Employer, there shall be paid my 4th Quarter, 2012 additional compensation in no restrictions on the 1St Quarter sale of 2013. I am not eligible for and shall not receive any other 2012 year end compensationof said stock or OP units or on the conversion of said OP units to stock. (c) As consideration for The Severance Benefits set forth in Section 1(b) shall not be provided unless and until the Employer receives this signed Agreement from me and the revocation period (described below) expires without the Agreement being revoked (the date on which the latter of these two events occurs shall be referred to as the “Effective Date”). Additionally, the installment payments contemplated by Section 1(b)(i) shall be made beginning twenty (20) days following the Separation Date. Notwithstanding anything herein to the contrary, it is understood and agreed that the Board may cause the Employer to discontinue the provision of the Severance Benefits if the Board determines, at any time, in its sole and absolute discretion, that I have breached this Agreement or otherwise failed to comply with my entering into obligations hereunder in a manner satisfactory to the Board, including, without limitation, a failure to comply with Section 10 of this Agreement, the University agrees to enter into a separate consulting agreement, to which determination shall be mutually agreed upon made by the Parties, whereby I will be engaged to provide certain consulting services, Board in its sole and which, among other terms and conditions, shall (i) have a term from January 1, 2013 through June 30, 2013, and (ii) provide for payment of a monthly retainer fee of $28,000.00 per month for the six months ending June 30, 2013. The first payment (January) will be advanced and paid in December 2012absolute discretion. (d) As of the Separation DateDate or (only for those plans which provide that participation ends on the last day of the month in which the separation occurs) as of the last day of the month in which the separation occurred, I shall not be eligible and am not eligible to participate in the University vacationany Employer bonus, sickincentive, Flexible Spending Account (FSA)benefit, retirementinsurance, or similar plans, including without limitation medical and dental insurance, life insurance, accidental death and dismemberment insurance, legal services plan, any retirement and 401(k) plan, vacation leave, sick leave, disability insurance, and stock purchase plan. Nothing in this Section shall prevent me from participating (to the extent that I am eligible to participate) in any applicable insurance and disability insurance benefits plans. My health, dental and vision insurance continuation coverage (if applicable) will continue through the last day of the separation month, except to any extent provided by applicable law.program as set forth in Exhibit A. (e) Once Subject to and regardless of any revocation or cessation of the payment of Severance Benefits contemplated by Section 1(c) hereof, once all of the payments to which I am determined to be entitled to by the Board referred to in this paragraph Section 1 of this Agreement have been made, I acknowledge and agree that I shall have been paid all compensation due and owing to me under this Agreement and Agreement, under any contract employment or other contract, whether written or oral, I have or may have had with the University Employer or any subsidiary thereof, including, without limitation, the Existing Agreement (as defined in Section 13 hereof) under any separation or severance policy, or from any other source of entitlement, including all wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, paid leave, severance pay or other benefits. I further acknowledge and agree that the payments referred to in this paragraph 1, in addition to compensating me fully for time worked and services rendered through the end of my employment, include Severance Benefits are consideration for my promises contained in this Agreement, and that such consideration is above and beyond any wages, salary, bonuses, severance, or other sums or benefits to which I am entitled from the University Employer under the terms of my employment or under any other contract policy, contract, or law.

Separation and Payment. (a) I performed my regular duties shall resign from any and all positions with the University through October 26Employer or any subsidiary or joint venture thereof, 2012 effective December 11, 2014 (the “Separation Date”). The Employer will pay me all wages, salary, business reimbursement expenses, and will other payments due as of the Separation Date, including accrued leave benefits due in accordance with Employer policy. As of the Separation Date, the accrued leave benefits due to me from Employer amounts to $47,115.00. All amounts due under this subsection shall be paid my base salary through Fridaywithin 72 hours of the execution of this Agreement, January 4less tax withholding as determined by the Employer. Notwithstanding the foregoing, 2013 (the "Separation Date"), on which date my employment with the University endedI acknowledge that I am not due a 2014 bonus payment or any other bonus or incentive payments. The Parties I further acknowledge and agree that my separation shall be treated as a resignation. After October 26no outstanding equity interests held by me which have not heretofore vested will vest, 2012including, I will not be obligated to perform any day-to-day services other than those identified in Section 6: Transition Assistance. There will be no restrictions on my consulting to other organizations following October 26without limitation, 2012 through June 30, 2013LTIPs. (b) I shall be paid at In consideration of my current base salary rate through January 4agreeing to and complying with the terms of this Agreement, 2013the Employer shall, subject to Section 1(c) and Section 5 hereof: (i) pay me an aggregate sum of up to $300,000, in equal monthly installments over a twelve (12) month period, less tax withholding as determined by the Employer; (ii) provide me with the health continuation coverage benefits set forth in Exhibit A; and (iii) provide me with a limited release from the terms of my Covenant Against Competition, as specified below in Section 3 (collectively, the “Severance Benefits”). I shall be paid my 4th QuarterFor the avoidance of doubt, 2012 additional compensation in the 1St Quarter event Employer determines to stop providing my Severance Benefits in accordance with Section 1(c) hereof, I may retain all amounts received by me until the date of 2013. I am not eligible for and shall not receive any other 2012 year end compensationsuch determination of cessation of payments of further Severance Benefits. (c) As consideration for The Severance Benefits set forth in Section 1(b) shall not be provided unless and until the Employer receives this signed Agreement from me and the revocation period (described below) expires without the Agreement being revoked (the date on which the latter of these two events occurs shall be referred to as the “Effective Date”). Additionally, the installment payments contemplated by Section 1(b)(i) shall be made beginning sixty (60) days following the Separation Date. Notwithstanding anything herein to the contrary, it is understood and agreed that the Audit Committee of the Board of Directors of the Employer (the “Committee”) may cause the Employer to discontinue the provision of the Severance Benefits if the Committee determines, at any time, in its sole and absolute discretion, that I have breached this Agreement or otherwise failed to comply with my entering into obligations hereunder in a manner satisfactory to the Committee, including, without limitation, a failure to comply with Section 5 of this Agreement, the University agrees to enter into a separate consulting agreement, to which determination shall be mutually agreed upon made by the Parties, whereby I will be engaged to provide certain consulting services, Audit Committee in its sole and which, among other terms and conditions, shall (i) have a term from January 1, 2013 through June 30, 2013, and (ii) provide for payment of a monthly retainer fee of $28,000.00 per month for the six months ending June 30, 2013. The first payment (January) will be advanced and paid in December 2012absolute discretion. (d) As of the Separation DateDate or (only for those plans which provide that participation ends on the last day of the month in which the separation occurs) as of the last day of the month in which the separation occurred, I shall not be eligible and am not eligible to participate in the University vacationany Employer bonus, sickincentive, Flexible Spending Account (FSA)benefit, retirementinsurance, or similar plans, including without limitation medical and dental insurance, life insurance, accidental death and dismemberment insurance, legal services plan, any retirement and 401(k) plan, vacation leave, sick leave, disability insurance, and stock purchase plan. Nothing in this Section shall prevent me from participating (to the extent that I am eligible to participate) in any applicable insurance and disability insurance benefits plans. My health, dental and vision insurance continuation coverage (if applicable) will continue through the last day of the separation month, except to any extent provided by applicable lawprogram as set forth in Exhibit “A”. (e) Once Subject to and regardless of any revocation or cessation of the payment of Severance Benefits contemplated by Section 1(c) hereof, once all of the payments to which I am determined to be entitled to by the Audit Committee referred to in this paragraph Section 1 of this Agreement have been made, I acknowledge and agree that I shall have been paid all compensation due and owing to me under this Agreement and Agreement, under any contract employment or other contract, whether written or oral, I have or may have had with the University Employer or any subsidiary thereof, including, without limitation, the Existing Agreement (as defined in Section 8 hereof) under any separation or severance policy, or from any other source of entitlement, including all wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, paid leave, severance pay or other benefits. I further acknowledge and agree that the payments referred to in this paragraph 1, in addition to compensating me fully for time worked and services rendered through the end of my employment, include Severance Benefits are consideration for my promises contained in this Agreement, and that such consideration is above and beyond any wages, salary, bonuses, severance, or other sums or benefits to which I am entitled from the University Employer under the terms of my employment or under any other contract policy, contract, or law.