Common use of Xxxxxxxxx Pay and Benefits Clause in Contracts

Xxxxxxxxx Pay and Benefits. Provided that Executive timely executes and does not revoke this Separation Agreement, including the release of claims set forth in Sections 4 and 5 of this Separation Agreement, and in accordance with the time periods set forth in Sections 17 and 18 of this Separation Agreement, the Company agrees to: i. Pay Executive a lump sum equal to twelve (12) months of Executive’s base salary in effect as of immediately prior to the Separation Date, less applicable taxes, withholdings and deductions, within five (5) business days following the Effective Date (as defined below); ii. Accelerate Executive’s time-vesting RSUs (as set forth in Exhibit A) that would have vested during calendar year 2019 had Executive remained continuously employed by the Company through June of 2019, with such RSUs to be settled as soon as practicable after the Company’s trading window opens which is anticipated to occur in February 2019; iii. Treat Executive’s PSUs (as set forth in Exhibit A) in accordance with and subject to the terms set forth in Section 2 of this Separation Agreement; and iv. For the period commencing January 1, 2019 through the date that Executive attains age 65, the Company will make available to Executive group health insurance plan coverage through the Flex Executive Retiree PPO Plan (Anthem) at the Company’s expense; provided that Executive acknowledges and agrees that the Company shall report any taxable income arising in connection with, and Executive shall bear sole responsibility for any income tax liability he incurs as a result of, the provision of such health insurance coverage by the Company. provided, further, that in the event that the Company determines in good faith that Executive has breached this Separation Agreement, including, but not limited to, Executive’s cooperation obligations set forth in Section 10 of this Separation Agreement and/or Executive’s representations to the Company set forth in Section 7 of this Separation Agreement, the Company shall have the option to exercise a “clawback” of the payments and benefits described above in Section 1(b)(i) and (ii) (the “Clawback Option”), pursuant to which Executive shall be required to re-pay to the Company any and all amounts provided to Executive under Section 1(b)(i) and (ii) above on or within ten (10) business days following the date that the Company provides written notice to Executive that it is exercising the Clawback Option.

Xxxxxxxxx Pay and Benefits. Provided that If the Company terminates Executive’s employment without Cause, or Executive timely terminates his or her employment for Good Reason, either (i) prior to the conclusion of two (2) years of employment following a Change of Control, or (ii) in the case of the Company’s termination of Executive’s employment without Cause, six (6) months prior to a Change of Control where such termination can be reasonably demonstrated by Executive (a) to have been occasioned by or at the request of a third party who has taken steps reasonably calculated to effect a Change of Control, or (b) otherwise to have arisen in connection with or in anticipation of the Change of Control, and Executive executes and does not revoke this honors a separation agreement and release to the Company’s satisfaction (the “Separation Agreement”), including then the release of claims set forth in Sections 4 and 5 of this Separation Agreement, and in accordance Company will provide Executive with the time periods set forth in Sections 17 following severance pay and 18 of this Separation Agreement, the Company agrees tobenefits: i. Pay [For CEO Version Only: 3x][For Non-CEO Version Only: 2x] the total of (a) Executive’s then-current annual Base Salary, plus (b) the target level of his or her short-term incentive bonus compensation for the year in which the termination occurs. This amount shall be paid in accord with the Company’s regular payroll process over the [For CEO Version Only: 36-month][For Non-CEO Version Only: 24-month] period immediately following termination of employment consistent with the terms of the Separation Agreement; provided that, if the period of time during which Executive may provide a lump sum equal release pursuant to the Separation Agreement overlaps two calendar years, any payments that would otherwise be made during the first calendar year shall be delayed and paid in the second calendar year if the release is provided and not revoked. For purposes of unemployment compensation, the severance pay provided under this paragraph shall be allocated to the [For CEO Version Only: 36-month][For Non-CEO Version Only: 24-month] period immediately following Executive’s termination of employment. ii. The pro-rata share (determined by dividing the number of days employed in the year in which the termination occurs by 365) of Executive’s short-term incentive bonus compensation for the year in which the termination occurs based on an assumption that all performance metrics are met so as to allow for a target payout. This amount shall be paid at the time that others who are eligible to receive bonus compensation are paid after the year in which the termination occurs. iii. The Company shall provide Executive with health and medical insurance benefits that are substantially similar to those benefits Executive was receiving prior to termination for a [For CEO Version Only: 36-month][For Non-CEO Version Only: 24-month] period. iv. Outplacement benefits and assistance for a period of [For CEO Version Only: 36 months][For Non-CEO Version Only: 24 months] up to a cost of [For CEO Version Only: fifty thousand dollars ($50,000)][For Non-CEO Version Only: twenty-five thousand dollars ($25,000)]. Details of such outplacement benefits and assistance shall be determined by the Company, and information will be provided by the outplacement firm at the time of, or shortly after, termination of employment. v. Except to the extent a more favorable result is provided to Executive under the Company’s 2013 Omnibus Incentive Plan (or successor plan thereto) or any award agreement thereunder, the following treatment with respect to equity-based awards (provided that, except as modified below, the existing terms of such awards shall continue to apply): (1) Any unvested stock options or stock appreciation rights held by Executive under the Company’s 2013 Omnibus Incentive Plan (or successor plan thereto) shall vest in full and shall be exercisable until the earlier of the date that is twelve (12) months from the date of Executive’s base salary in effect as termination or the date of immediately prior expiration of such stock options or stock appreciation rights to the Separation Date, less applicable taxes, withholdings and deductions, within five exercise any outstanding stock options or stock appreciation rights. (52) business days following the Effective Date (as defined below); ii. Accelerate Executive’s time-vesting RSUs (as set forth in Exhibit A) that would have vested during calendar year 2019 had Any unvested shares of restricted stock or restricted stock units held by Executive remained continuously employed by the Company through June of 2019, with such RSUs to be settled as soon as practicable after under the Company’s trading window opens which is anticipated to occur 2013 Omnibus Incentive Plan (or successor plan thereto) shall vest in February 2019;full. iii(3) Any unearned performance shares or performance share units held by Executive under the Company’s 2013 Omnibus Incentive Plan (or successor plan thereto) shall be deemed earned at the target level and fully vested. Treat Executive’s PSUs (as set forth in Exhibit A) in accordance with In addition, and subject to whether Executive executes the terms set forth in Section 2 of this Separation Agreement; and iv. For the period commencing January 1, 2019 through the date that Executive attains age 65Agreement or not, the Company will make available to pay Executive group health insurance plan coverage through his or her Accrued Obligations with the Flex Executive Retiree PPO Plan (Anthem) at the Company’s expense; provided that Executive acknowledges and agrees that the Company shall report any taxable income arising in connection with, and Executive shall bear sole responsibility for any income tax liability he incurs as a result of, the provision of such health insurance coverage by the Company. provided, further, that in the event that the Company determines in good faith that Executive has breached this Separation Agreement, including, but not limited to, Executive’s cooperation obligations set forth in Section 10 of this Separation Agreement and/or Executive’s representations to the Company set forth in Section 7 of this Separation Agreement, the Company shall have the option to exercise a “clawback” of the payments and benefits described above in Section 1(b)(i) and (ii) (the “Clawback Option”), pursuant to which Executive shall be required to re-pay to the Company any and all amounts provided to Executive under Section 1(b)(i) and (ii) above on or within ten (10) business days first payroll immediately following the date that the Company provides written notice to Executive that it is exercising the Clawback Optiontermination.

Xxxxxxxxx Pay and Benefits. Provided that Executive timely executes In consideration for, and does not revoke subject to, Executive’s compliance with Sections 5, 6, 7, 9 and 10 of the Employment Agreement and execution, non-revocation, and compliance with this Separation Agreement, including without limitation the release of claims Continuing Obligations set forth in Sections 4 and 5 of this Separation Agreement, and in accordance with the time periods set forth in Sections 17 and 18 of this Separation AgreementSection 9 below, the Company agrees to:will provide Executive with the following (collectively, the “Severance Benefits”): i. Pay Executive a lump sum an amount equal to twelve nine (129) months of Executive’s base salary current Base Salary (i.e., $350,000 per year), payable in effect as of immediately prior to equal installments on the Separation DateCompany’s regular payroll dates, and paid less all applicable taxesdeductions and withholdings, withholdings and deductions, within five (5) business days following provided that the first such payment will not be paid until the Company’s first payroll date after the Effective Date (as defined below)) and such first payment will include any Base Salary that would have been paid on any payroll dates between the Date of Termination and such first payroll date; ii. Accelerate if Executive timely elects under COBRA continued healthcare coverage for Executive and/or Executive’s time-vesting RSUs (as set forth in Exhibit A) that would have vested during calendar year 2019 had Executive remained continuously employed by the Company through June of 2019, with such RSUs to be settled as soon as practicable after covered dependents under the Company’s trading window opens which group health plans, the Company will continue to pay the employer portion of the COBRA premium costs of medical, prescription, dental and vision coverage, as applicable, under the Company’ group health plans (as in effect from time to time) for Executive and covered dependents, in the monthly amount of the employer portion of the group health coverage of active Company employees (for the avoidance of doubt, the Executive will be responsible for paying the employee portion of such coverage) until the earliest of: (1) October 21, 2022; (2) the date Executive becomes eligible for health insurance coverage from a new employer; or (3) the date Executive is anticipated no longer eligible to occur in February 2019continue coverage under COBRA (the “COBRA Subsidy Period”); provided, that, if at any time the Company determines that its payment of COBRA premiums on behalf of Executive would violate the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then instead of paying the COBRA premiums, the Company will pay to Executive, on the last day of each remaining month of the COBRA Subsidy Period, a taxable cash payment equal to the employer portion of the COBRA premium, subject to applicable tax withholding for the remainder of the COBRA Subsidy Period; provided, further that if Executive becomes eligible for coverage under another employer’s health insurance, Executive must immediately notify of the Company of such event; iii. Treat in respect of Executive’s PSUs (as set forth potentially earned, but unpaid, Annual Bonus for 2021, Executive’s prior performance with the Company and other factors, a lump sum payment in Exhibit A) in accordance with the amount of $187,250, less applicable deductions and subject to withholdings, which will be paid on the terms set forth in Section 2 of this Separation Agreementfirst payroll date after the Effective Date; and iv. For (A) the period commencing January 11/3rd tranche (15,241 restricted stock units) of the restricted stock unit award granted March 3, 2019 through 2021, which was scheduled to vest on March 3, 2022, will not be forfeited on the date Date of Termination and will instead vest on the Effective Date (as defined below) and will be settled within 30 days thereafter; (B) 1/6th (12,500 restricted stock units) of the restricted stock unit award granted August 31, 2021 will not be forfeited on the Date of Termination and will instead vest on the Effective Date (as defined below) and will be settled within 30 days thereafter; and (C) the 1/3rd tranche of the performance unit award granted March 3, 2021 that Executive attains age 65would vest upon achievement of performance at the “target” level (15,241 performance units), the Company will make available which was scheduled to Executive group health insurance plan coverage through the Flex Executive Retiree PPO Plan (Anthem) at vest when the Company’s expense; provided that Executive acknowledges compensation committee certifies performance results, will not be forfeited on the Date of Termination and agrees that will instead vest on the Company shall report any taxable income arising in connection with, and Executive shall bear sole responsibility for any income tax liability he incurs as a result of, Effective Date (regardless of whether the provision actual level of such health insurance coverage performance determined by the Company’s compensation committee is greater than or less than the “target” level) and will be settled within 30 days thereafter. provided, further, that in the event that the Company determines in good faith that Executive has breached this Separation Agreement, including, but not limited to, All of Executive’s cooperation obligations set forth in Section 10 of this Separation Agreement and/or Executive’s representations to the Company set forth in Section 7 of this Separation Agreement, the Company shall have the option to exercise a “clawback” other unvested equity awards (including any other unvested portions of the payments and benefits awards described above in Section 1(b)(iabove) and (ii) (the “Clawback Option”), pursuant to which Executive shall be required to re-pay to forfeited on the Company any and all amounts provided to Executive under Section 1(b)(i) and (ii) above on or within ten (10) business days following the date that the Company provides written notice to Executive that it is exercising the Clawback OptionDate of Termination.

Xxxxxxxxx Pay and Benefits. Provided If the Company cancels this Agreement pursuant to Section 5.B or Section 5.C and the Executive suffers a Separation From Service (as defined by Section 409A of the IRS Code), the Executive shall receive Severance Pay in the amount of: (i). The Company shall pay Executive one (1) year of Executive's base annual salary at the rate applicable on the date of cancellation; (ii). the Company shall continue to provide the Executive’s health and life insurance for twelve (12) months; provided, that the Executive timely executes has enrolled in and does not revoke remains eligible for group health plan continuation coverage under Section 4980B (COBRA) of the Internal Revenue Code of 1986, as amended (the “Code”), and the period of coverage provided by the Company under this Separation AgreementSection is the group health plan continuation coverage that the Executive would be entitled to under the relevant group health plan, including ERISA Section 601 et seq. and Section 4980B of the release Code. The Executive will be required to pay the same portion of claims set forth the premium for such COBRA coverage as if the Executive remained an employee, with appropriate reporting of any imputed income and related tax withholding, if any; and (iii). the Company shall also pay, to the extent permitted by law, to the Executive the equal amount the Company would have been required to expend in Sections 4 and 5 order to provide Executive one (1) year of this Separation Agreement, all other benefits that the Executive would have received if he had remained employed by the Company during that one (1) year and in accordance with current practices and/or policies of the Company, including but not limited to: short-term disability insurance coverage, long-term disability insurance coverage, pension contribution, 401(k) contribution, and automobile expenses. (iv). In order to receive this Severance Pay outlined in this Section 5.D.i-5.D.iii, Executive must execute and deliver to the Company a valid Waiver and Release Agreement in a form tendered by the Company that shall be negotiated in good faith by both parties, which shall include Executive's general release of all claims against the Company; (v). Any Severance Pay under this Section 5 shall be paid to Executive in a lump sum, less tax withholdings, on the latest date of (x) no more than 30 days after the Executive's last date of employment with the Company or (y) no more than 7 days after the Waiver and Release Agreement becomes final; (vi). At any time periods set forth in Sections 17 during the 12 months that the Company has agreed to pay the executive's COBRA health and 18 of this Separation Agreementlife insurance premiums as per Section 5.D.ii, the Company agrees to: i. Pay Company's obligation to pay these premiums automatically ceases on the date that the Executive a lump sum equal becomes eligible to twelve (12) months of Executive’s base salary in effect as of immediately prior receive other health care or life insurance benefits that are substantially similar to the Separation Datehealth care insurance benefits that the Executive receives from the aforementioned COBRA benefits. If the Executive becomes eligible to receive such benefits as described above, less applicable taxes, withholdings and deductions, the Executive agrees to notify the Company in writing within five (5) business days following of receiving notice of his eligibility to receive the Effective Date (benefits as defined below); ii. Accelerate Executive’s time-vesting RSUs (as set forth in Exhibit A) that would have vested during calendar year 2019 had Executive remained continuously employed by the Company through June of 2019, with such RSUs to be settled as soon as practicable after the Company’s trading window opens which is anticipated to occur in February 2019; iii. Treat Executive’s PSUs (as set forth in Exhibit A) in accordance with and subject to the terms set forth in Section 2 of this Separation Agreement; and iv. For the period commencing January 1, 2019 through the date that Executive attains age 65, the Company will make available to Executive group health insurance plan coverage through the Flex Executive Retiree PPO Plan (Anthem) at the Company’s expense; provided that Executive acknowledges and agrees that the Company shall report any taxable income arising in connection with, and Executive shall bear sole responsibility for any income tax liability he incurs as a result of, the provision of such health insurance coverage by the Company. provided, further, that in the event that the Company determines in good faith that Executive has breached this Separation Agreement, including, but not limited to, Executive’s cooperation obligations set forth in Section 10 of this Separation Agreement and/or Executive’s representations to the Company set forth in Section 7 of this Separation Agreement, the Company shall have the option to exercise a “clawback” of the payments and benefits described above in Section 1(b)(i) and (ii) (the “Clawback Option”), pursuant to which Executive shall be required to re-pay to the Company any and all amounts provided to Executive under Section 1(b)(i) and (ii) above on or within ten (10) business days following the date that the Company provides written notice to Executive that it is exercising the Clawback Optionabove.