Common use of Separation Benefit Clause in Contracts

Separation Benefit. (a) Parent agrees to pay the Employee an amount equal to one (1) year of his then-existing base salary (minus applicable withholdings and payroll taxes), payable in equal installments over a one-year period in accordance with Parent’s normal payroll practices, in the event that: (i) the Employee’s employment with Parent or any of its subsidiaries (including the Company) is terminated by Parent or any such subsidiary (including the Company) without Cause (as hereinafter defined); or (ii) at any time during the period commencing thirty (30) days prior to a Change of Control (as hereinafter defined) of Parent and ending one-hundred-eighty (180) days after a Change of Control of Parent, Parent or any of its subsidiaries (including the Company) fails to retain the Employee in the same or similar position to that which he occupies immediately prior to such Change of Control and at the same or similar base compensation to that which he enjoys immediate prior to such Change of Control. (b) If the Employee’s employment with Parent or any of its subsidiaries is terminated as contemplated by Section 2(a) of this Agreement, then Parent agrees to pay the Employee an amount equal to the bonus that would have been earned by the Employee for the year in which the Employee’s employment with Parent or any of its subsidiaries is so terminated, prorated for the portion of such year during which the Employee remained employed with Parent or such subsidiary to and including the earlier of (i) the date of termination of the Employee’s employment with Parent or such subsidiary (in the case of a termination contemplated by Section 2(a)(i) of this Agreement) or (ii) the date on which the Employee is provided with notice or otherwise becomes aware of Parent or such subsidiary’s failure so to retain the Employee (in the case of a termination contemplated by Section 2(a)(ii) of this Agreement, such bonus payment to be made at substantially the same time and in substantially the same manner (and minus applicable withholdings and payroll taxes) as Parent’s normal payroll practices in respect of the payment of similar bonuses. For purposes of this Section 2(b), the prorated amount of any bonus shall be determined to be a fraction, the numerator of which is the number of days in the fiscal year ending on the day specified in Section 2(b)(i) or (ii) (as applicable), and the denominator of which is 365. (c) For the purposes of this Agreement:

Separation Benefit. In lieu of any separation benefits payable to Executive under Section 7 Termination of Employment of the Employment Agreement and in consideration of the releases Executive grants pursuant to Section of 4 of this Agreement, the Company shall provide Executive the following benefits (collectively “Separation Benefit”): (a) Parent agrees continuation through December 31, 2019 of Executive’s weekly base rate of pay as of the Separation Date, less all applicable withholding taxes and any other amounts required by law to pay the Employee an amount equal to one (1) year of his then-existing base salary (minus applicable withholdings and payroll taxes)be withheld, payable in equal bi-weekly installments over a one-year period in accordance concurrently with Parentthe Company’s normal payroll practicesregularly scheduled pay periods (“Separation Payment”); provided, however that in the event that: (i) the Employee’s employment with Parent or any of its subsidiaries (including the Company) is terminated by Parent or any such subsidiary (including the Company) without Cause (as hereinafter defined); or (ii) at any time during the period commencing thirty (30) days prior to a Change of Control (as hereinafter defined) defined below), any unpaid installments of Parent and ending one-hundred-eighty (180) days after a Change the Separation Payment remaining as of Control the date of Parent, Parent or any of its subsidiaries (including the Company) fails to retain the Employee in the same or similar position to that which he occupies immediately prior to such Change of Control shall become immediately due and at the same or similar base compensation payable to that which he enjoys immediate prior to such Executive. For purposes hereof, a “Change of Control.” shall be deemed to occur upon: (i) any “person” as such term is used in Sections l3(d) and 14(d) of the Exchange Act (other than LEAI, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of LEAI in substantially the same proportions as their ownership of common stock of LEAI), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of LEAI representing fifty percent (50%) or more of the combined voting power of LEAI’s then outstanding securities; (ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (i), (iii), or (iv) of this Section 3(a)) whose election by the Board or nomination for election by LEAI’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; (iii) a merger, consolidation, reorganization, or other business combination of LEAI with any other entity, other than a merger or consolidation which would result in the voting securities of LEAI outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of LEAI or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of LEAI (or similar transaction) in which no person acquires thirty percent (30%) or more of the combined voting power of LEAI’s then outstanding securities shall not constitute a Change in Control; or (iv) the shareholders of LEAI approve a plan of complete liquidation of LEAI or the consummation of the sale or disposition by LEAI of all or substantially all of LEAI’s assets other than (x) the sale or disposition of all or substantially all of the assets of LEAI to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the outstanding voting securities of LEAI at the time of the sale or (y) pursuant to a spin-off type transaction, directly or indirectly, of such assets to the shareholders of LEAI; (b) If reimbursement through the Employeedate Executive first becomes eligible for Medicare of Executive’s employment with Parent or any of its subsidiaries is terminated as contemplated COBRA premiums payable by Section 2(a) of this Agreement, then Parent agrees to pay the Employee an amount equal to the bonus that would have been earned by the Employee Executive for the year in which same types and limits of coverages maintained by Executive through the Employee’s employment with Parent or any of its subsidiaries is so terminated, prorated for the portion of such year during which the Employee remained employed with Parent or such subsidiary to and including the earlier of (i) the date of termination Company benefit plans as of the Employee’s employment with Parent or such subsidiary (in the case of a termination contemplated by Section 2(a)(i) of this Agreement) or (ii) the date on which the Employee is provided with notice or otherwise becomes aware of Parent or such subsidiary’s failure so to retain the Employee (in the case of a termination contemplated by Section 2(a)(ii) of this Agreement, such bonus payment to be made at substantially the same time and in substantially the same manner (and minus applicable withholdings and payroll taxes) as Parent’s normal payroll practices in respect of the payment of similar bonuses. For purposes of this Section 2(b), the prorated amount of any bonus shall be determined to be a fraction, the numerator of which is the number of days in the fiscal year ending on the day specified in Section 2(b)(i) or (ii) (as applicable), and the denominator of which is 365.Separation Date; and (c) For participation in the purposes Company’s Annual Incentive Compensation plan for 2019, if any, as provided for in Paragraph 3(b) of this the Employment Agreement:, such participation being prorated through the Separation Date.

Separation Benefit. (a) Parent agrees to pay the Employee an amount equal to one (1) year of his then-existing base salary (minus applicable withholdings and payroll taxes), payable in equal installments over a one-year period in accordance with Parent’s normal payroll practices, in the event that: (i) the Employee’s employment with Parent or any of its subsidiaries (including the Company) is terminated by Parent or any such subsidiary (including the Company) without Cause (as hereinafter defined); or (ii) at any time during the period commencing thirty (30) days prior to a Change of Control (as hereinafter defined) of Parent and ending one-hundred-eighty (180) days after a Change of Control of Parent, Parent or any of its subsidiaries (including the Company) fails to retain the Employee in the same or similar position to that which he occupies immediately prior to such Change of Control and at the same or similar base compensation to that which he enjoys immediate prior to such Change of Control. (b) If the Employee’s employment with Parent or any of its subsidiaries is terminated as contemplated by Section 2(a1(a) of this Agreement, then Parent agrees to pay the Employee an amount equal to the bonus that would have been earned by the Employee for the year in which the Employee’s employment with Parent or any of its subsidiaries is so terminated, prorated for the portion of such year during which the Employee remained employed with Parent or such subsidiary to and including the earlier of (i) the date of termination of the Employee’s employment with Parent or such subsidiary (in the case of a termination contemplated by Section 2(a)(i1(a)(i) of this Agreement) or (ii) the date on which the Employee is provided with notice or otherwise becomes aware of Parent or such subsidiary’s failure so to retain the Employee (in the case of a termination contemplated by Section 2(a)(ii1(a)(ii) of this Agreement, such bonus payment to be made at substantially the same time and in substantially the same manner (and minus applicable withholdings and payroll taxes) as Parent’s normal payroll practices in respect of the payment of similar bonuses. For purposes of this Section 2(b1(b), the prorated amount of any bonus shall be determined to be a fraction, the numerator of which is the number of days in the fiscal year ending on the day specified in Section 2(b)(i1(b)(i) or (ii) (as applicable), and the denominator of which is 365. (c) For the purposes of this Agreement: