Common use of Separation Package Clause in Contracts

Separation Package. In exchange for your acceptance and agreement to all terms of this Agreement, and provided you do not revoke this Agreement, the Company shall provide you with the following (the “Separation Package”): a. The Company shall pay you a total of $340,000 (“Severance Payment”), which represents 12 months of base salary. The payments will be made in regular periodic installment payments at the rate of $13,076.92 biweekly. Severance Payment installments shall commence on the first regular payroll within 30 days after the expiration of the seven (7) day revocation period set forth in section 14(h) of this Agreement has expired (assuming you have not revoked the Agreement within that period). b. The Company shall pay you an amount based on your bonus opportunity consisting of the following two components: (i) an amount equal to $255,000, representing your target bonus opportunity for the year of termination (the “Target Bonus Payment”), and (ii) an amount equal to the bonus you would have been entitled to under the Company’s performance bonus plan based on the Company’s actual performance for the fiscal year ending March 31, 2019 assuming you had remained employed with the Company (the “Performance Bonus Payment”). The Performance Bonus Payment will be prorated to reflect your service through the Separation Date. The Target Bonus Payment shall be paid in a lump sum on the first regular payroll within 30 days after the expiration of the seven (7) day revocation period set forth in section 14(h) of this Agreement (assuming you have not revoked the Agreement within that period), but in no event later than 2-1/2 months after the last day of the calendar year in which the Separation Date occurs. The Performance Bonus Payment shall be paid in a lump sum at the same time as bonus payments are paid to active employees (assuming you have not revoked the Agreement within the period set forth in section 14(h) prior to such date). c. Subject to the release requirements of section 7 hereof, in accordance with the terms of Section 3.3(c) of the Severance Plan, and notwithstanding the terms or provisions of any applicable equity plan or equity award agreement: (1) you shall be deemed vested as of the Separation Date in the 3,674 units of your currently unvested time-based restricted stock units which are scheduled to vest in the next twelve (12) months; and (2) you shall be entitled to receive a cashout of your performance-based restricted stock units in the amount of 5,364 performance based restricted stock units, which is equal to the value of your currently unvested performance based restricted stock units pro-rated at target based on your service through the Separation Date which are scheduled to vest in the next twelve (12) months (collectively, clauses (1) and (2) referred to herein as the “Accelerated Equity Awards”). d. The Company shall pay directly on your behalf for professional outplacement services through a firm designated by the Executive for a period of twelve (12) months following the Separation Date up to a maximum of $10,000. All payments made pursuant to this Agreement shall be less all lawfully required deductions and withholdings. You acknowledge and agree that the Separation Package and other commitments by Triumph set forth herein constitute good and valuable consideration for this Agreement, which you would otherwise not be entitled to absent your execution of this Agreement. As such, your receipt of the Separation Package is expressly conditioned on your execution and non-revocation of this Agreement including but not necessarily limited to the release provisions of sections 7 and 14 hereof. You agree to be solely responsible for determining the tax consequences of the payments made to you under this Agreement, reporting the same to the appropriate governmental authorities, and the payment of any taxes due. You shall defend, indemnify, and hold the Released Parties (as defined below) harmless from and against any and all losses including, but not limited to, attorneys’ fees, costs, back taxes, interest and penalties, except legally mandated employer contributions, as a result of such tax determination, the reporting or the non-reporting thereof, and/or the payment or failure to pay any tax thereon.

Separation Package. In exchange for your acceptance and agreement to all terms of this Agreement, and provided you do not revoke this Agreement, the Company shall provide you with the following (the “Separation Package”): a. The Company shall pay you a total of $340,000 380,000 (“Severance Payment”), which represents 12 months of base salary. The payments will be made in regular periodic installment payments at the rate of $13,076.92 14,615.38 biweekly. Severance Payment installments shall commence on the first regular payroll within 30 days after the expiration of the seven (7) day revocation period set forth in section 14(h) of this Agreement has expired (assuming you have not revoked the Agreement within that period). b. The Company shall pay you $448,504, an amount based on your bonus opportunity consisting of the following two components: (i) an amount equal to $255,000228,000, representing your target bonus opportunity for the year of termination (the “Target Bonus Payment”), and (ii) an amount equal to $220,504, the bonus you would have been entitled to under the Company’s performance bonus plan based on the Company’s actual performance for the fiscal year ending March 31, 2019 2021 assuming you had remained employed with the Company (the “Performance Bonus Payment”). The Performance Bonus Payment will be prorated to reflect your service through your last day of service (the “Separation Date”). The Target Bonus Payment shall be paid in a lump sum on the first regular payroll within 30 days after the expiration of the seven (7) day revocation period set forth in section 14(h) of this Agreement (assuming you have not revoked the Agreement within that period), but in no event later than 2-1/2 months after the last day of the calendar year in which the Separation Date occurs. The Performance Bonus Payment shall be paid in a lump sum at the same time as bonus payments are paid to active employees (assuming you have not revoked the Agreement within the period set forth in section 14(h) prior to such date). c. Subject to the release requirements of section 7 hereof, in accordance with the terms of Section 3.3(c) of the Severance Plan, and notwithstanding the terms or provisions of any applicable equity plan or equity award agreement: (1) i. you shall be deemed vested as of the Separation Date in the 3,674 11,225 units of your currently unvested time-based restricted stock units which are scheduled to vest in the next twelve (12) months; and (2) you ii. You shall be entitled to receive a cashout of your performance-based restricted stock units in the amount of 5,364 11,301 performance based restricted stock units, which is equal to the value of your currently unvested performance based restricted stock units pro-rated at target based on your service through the Separation Date which are scheduled to vest in the next twelve (12) months (collectively, clauses (1) and (2) referred to herein as the “Accelerated Equity Awards”)months. d. The Company shall pay directly on your behalf for professional outplacement services through a firm designated by the Executive for a period of twelve (12) months following the Separation Date up to a maximum of $10,000. All payments made pursuant to this Agreement shall be less all lawfully required deductions and withholdings. You acknowledge and agree that the Separation Package and other commitments by Triumph set forth herein constitute good and valuable consideration for this Agreement, which you would otherwise not be entitled to absent your execution of this Agreement. As such, your receipt of the Separation Package is expressly conditioned on your execution and non-revocation of this Agreement including but not necessarily limited to the release provisions of sections 7 and 14 hereof. You agree to be solely responsible for determining the tax consequences of the payments made to you under this Agreement, reporting the same to the appropriate governmental authorities, and the payment of any taxes due. You shall defend, indemnify, and hold the Released Parties (as defined below) harmless from and against any and all losses including, but not limited to, attorneys’ fees, costs, back taxes, interest and penalties, except legally mandated employer contributions, as a result of such tax determination, the reporting or the non-reporting thereof, and/or the payment or failure to pay any tax thereon.

Separation Package. In exchange for your acceptance and agreement to all terms of this Agreement, and provided you do not revoke this Agreement, the Company shall provide you with the following (the “Separation Package”): a. The Company shall pay you a total of $340,000 500,000 (“Severance Payment”), which represents 12 months of base salary. The payments will be made in regular periodic installment payments at the rate of $13,076.92 19,230.76 biweekly. Severance Payment installments shall commence on the first regular payroll within 30 days after the expiration of the seven (7) day revocation period set forth in section 14(h) of this Agreement has expired (assuming you have not revoked the Agreement within that period). b. The Company shall pay you $467,945, an amount based on your bonus opportunity consisting of the following two components: (i) an amount equal to $255,000400,000, representing your target bonus opportunity for the year of termination (the “Target Bonus Payment”), and (ii) an amount equal to $67,945, the bonus you would have been entitled to under the Company’s performance bonus plan based on the Company’s actual performance for the fiscal year ending March 31, 2019 2023 assuming you had remained employed with the Company (the “Performance Bonus Payment”). The Performance Bonus Payment will be prorated to reflect your service through the Separation Date. The Target Bonus Payment shall be paid in a lump sum on the first regular payroll within 30 days after the expiration of the seven (7) day revocation period set forth in section 14(h) of this Agreement (assuming you have not revoked the Agreement within that period), but in no event later than 2-1/2 months after the last day of the calendar year in which the Separation Date occurs. The Performance Bonus Payment shall be paid in a lump sum at the same time as bonus payments are paid to active employees (assuming you have not revoked the Agreement within the period set forth in section 14(h) prior to such date). c. Subject to the release requirements of section 7 hereof, in accordance with the terms of Section 3.3(c) of the Severance Plan, and notwithstanding the terms or provisions of any applicable equity plan or equity award agreement: (1) i. you shall be deemed vested as of the Separation Date in the 3,674 14,997 units of your currently unvested time-based restricted stock units which are scheduled to vest in the next twelve (12) months; and (2) you shall be entitled to receive a cashout of your performance-based restricted stock units in the amount of 5,364 performance based restricted stock units, which is equal to the value of your currently unvested performance based restricted stock units pro-rated at target based on your service through the Separation Date which are scheduled to vest in the next twelve (12) months (collectively, clauses (1) and (2) referred to herein as the “Accelerated Equity Awards”). d. The Company shall pay directly on your behalf for professional outplacement executive coaching services through a firm designated by the Executive The Group for a period of twelve six (126) months following the Separation Date up to a maximum of $10,00020,000. All payments made pursuant to this Agreement shall be less all lawfully required deductions and withholdings. You acknowledge and agree that the Separation Package and other commitments by Triumph set forth herein constitute good and valuable consideration for this Agreement, which you would otherwise not be entitled to absent your execution of this Agreement. As such, your receipt of the Separation Package is expressly conditioned on your execution and non-revocation of this Agreement including but not necessarily limited to the release provisions of sections 7 and 14 hereof. You agree to be solely responsible for determining the tax consequences of the payments made to you under this Agreement, reporting the same to the appropriate governmental authorities, and the payment of any taxes due. You shall defend, indemnify, and hold the Released Parties (as defined below) harmless from and against any and all losses including, but not limited to, attorneys’ fees, costs, back taxes, interest and penalties, except legally mandated employer contributions, as a result of such tax determination, the reporting or the non-reporting thereof, and/or the payment or failure to pay any tax thereon.

Separation Package. In exchange for your acceptance and agreement to all terms of this Agreement, and provided you do not revoke this Agreement, the Company shall provide you with the following (the “Separation Package”): a. The Company shall pay you a total of $340,000 410,000 (“Severance Payment”), which represents 12 months of base salary. The payments will be made in regular periodic installment payments at the rate of $13,076.92 15,769.23 biweekly. Severance Payment installments shall commence on the first regular payroll within 30 days after the expiration of the seven (7) day revocation period set forth in section 14(h) of this Agreement has expired (assuming you have not revoked the Agreement within that period). b. The Company shall pay you an amount based on your bonus opportunity consisting of the following two components: (i) an amount equal to $255,000546,000, representing your target bonus opportunity for the year of termination (the “Target Bonus Payment”), and (ii) an amount equal to the bonus you would have been entitled to under the Company’s performance bonus plan based on the Company’s actual performance for the fiscal year ending March 31, 2019 assuming you had remained employed with the Company (the “Performance Bonus Payment”). The Performance Bonus Payment will be prorated to reflect your service through the Separation Date. The Target Bonus Payment shall be paid in a lump sum on the first regular payroll within 30 days after the expiration of the seven (7) day revocation period set forth in section 14(h) of this Agreement (assuming you have not revoked the Agreement within that period), but in no event later than 2-1/2 months after the last day of the calendar year in which the Separation Date occurs. The Performance Bonus Payment shall be paid in a lump sum at the same time as bonus payments are paid to active employees (assuming you have not revoked the Agreement within the period set forth in section 14(h) prior to such date). c. Subject to the release requirements of section 7 hereof, in accordance with the terms of Section 3.3(c) of the Severance Plan, and notwithstanding the terms or provisions of any applicable equity plan or equity award agreement: (1) you shall be deemed vested as of the Separation Date in the 3,674 4,174 units of your currently unvested time-based restricted stock units which are scheduled to vest in the next twelve (12) months; and (2) you shall be entitled to receive a cashout of your performance-based restricted stock units in the amount of 5,364 7,153 performance based restricted stock units, which is equal to the value of your currently unvested performance based restricted stock units pro-rated at target based on your service through the Separation Date which are scheduled to vest in the next twelve (12) months (collectively, clauses (1) and (2) referred to herein as the “Accelerated Equity Awards”). d. The Company shall pay directly on your behalf for professional outplacement services through a firm designated by the Executive for a period of twelve (12) months following the Separation Date up to a maximum of $10,000. All payments made pursuant to this Agreement shall be less all lawfully required deductions and withholdings. You acknowledge and agree that the Separation Package and other commitments by Triumph set forth herein constitute good and valuable consideration for this Agreement, which you would otherwise not be entitled to absent your execution of this Agreement. As such, your receipt of the Separation Package is expressly conditioned on your execution and non-revocation of this Agreement including but not necessarily limited to the release provisions of sections 7 and 14 hereof. You agree to be solely responsible for determining the tax consequences of the payments made to you under this Agreement, reporting the same to the appropriate governmental authorities, and the payment of any taxes due. You shall defend, indemnify, and hold the Released Parties (as defined below) harmless from and against any and all losses including, but not limited to, attorneys’ fees, costs, back taxes, interest and penalties, except legally mandated employer contributions, as a result of such tax determination, the reporting or the non-reporting thereof, and/or the payment or failure to pay any tax thereon.

Separation Package. In exchange for your acceptance and agreement to all terms of this Agreement, and provided you do not revoke this Agreement, the Company shall provide you with the following (the “Separation Package”): a. The Company shall pay you a total of $340,000 408,000 (“Severance Payment”), which represents 12 months of base salary. The payments will be made in regular periodic installment payments at the rate of $13,076.92 15,692.30 biweekly. Severance Payment installments shall commence on the first regular payroll within 30 days after the expiration of the seven (7) day revocation period set forth in section 14(h11(h) of this Agreement has expired (assuming you have not revoked the Agreement within that period). b. The Company shall pay you an amount based on your target annual bonus opportunity consisting in the amount of the following two components: (i) an amount equal to $255,000, representing your target bonus opportunity for the year of termination 306,000 (the “Target Bonus Payment”), and (ii) an amount equal to the bonus you would have been entitled to under the Company’s performance bonus plan based on the Company’s actual performance for the fiscal year ending March 31, 2019 assuming you had remained employed with the Company (the “Performance Bonus Payment”). The Performance Bonus Payment will be prorated to reflect your service through the Separation Date. The Target Bonus Payment shall be paid in a lump sum on the first regular payroll within 30 days after the expiration of the seven (7) day revocation period set forth in section 14(h11(h) of this Agreement (assuming you have not revoked the Agreement within that period), but in no event later than 2-1/2 months after the last day of the calendar year in which the Separation Date occurs. The Performance Bonus Payment shall be paid in a lump sum at the same time as bonus payments are paid to active employees (assuming you have not revoked the Agreement within the period set forth in section 14(h) prior to such date). c. Subject to the release requirements of section 7 hereof, in accordance with the terms of Section 3.3(c) of the Severance Plan, and notwithstanding the terms or provisions of any applicable equity plan or equity award agreement: (1) you shall be deemed vested as of the Separation Date in the 3,674 5,074 units of your currently unvested time-based restricted stock units which are scheduled to vest in the next twelve (12) months; and (2) you shall be entitled to receive a cashout of your performance-based restricted stock units in the amount of 5,364 6,706 performance based restricted stock units, which is equal to the value of your currently unvested performance based restricted stock units pro-rated at target based on your service through the Separation Date which are scheduled to vest in the next twelve (12) months (collectively, clauses (1) and (2) referred to herein as the “Accelerated Equity Awards”). d. The Company shall pay directly on your behalf for professional outplacement services through a firm designated by the Executive for a period of twelve (12) months following the Separation Date up to a maximum of $10,000. All payments made pursuant to this Agreement shall be less all lawfully required deductions and withholdings. You acknowledge and agree that the Separation Package and other commitments by Triumph set forth herein constitute good and valuable consideration for this Agreement, which you would otherwise not be entitled to absent your execution of this Agreement. As such, your receipt of the Separation Package is expressly conditioned on your execution and non-revocation of this Agreement including but not necessarily limited to the release provisions of sections 7 and 14 11 hereof. You agree to be solely responsible for determining the tax consequences of the payments made to you under this Agreement, reporting the same to the appropriate governmental authorities, and the payment of any taxes due. You shall defend, indemnify, and hold the Released Parties (as defined below) harmless from and against any and all losses including, but not limited to, attorneys’ fees, costs, back taxes, interest and penalties, except legally mandated employer contributions, as a result of such tax determination, the reporting or the non-reporting thereof, and/or the payment or failure to pay any tax thereon.