| | SEVERANCE In the event that the Company terminates your employment without Cause, then the Company shall pay you fifty-two (52) weeks (the “Severance Period”) of your then current base salary, which payment shall (a) be subject to and reduced by all necessary and required withholdings and deductions, (b) be paid to you in periodic installments in accordance with the Company’s regular payroll schedule, and (c) be contingent upon your execution of a mutual release acceptable to you and the Company, through which you will release the Company and its affiliates from any and all claims and the Company and its affiliates shall similarly release you from any and all claims, as well as a non-compete agreement which shall limit you from competing with the Company during the Severance Period to the extent allowed by applicable law. For purposes of this Agreement, the term Cause shall mean: (1) your repeated failure or refusal to perform your material duties and responsibilities provided such failure or refusal is not cured within 30 days of your receipt of the Company’s written notice thereof; (2) the willful misappropriation of the funds or property of the Company; and (3) indictment, arrest or conviction in a court of law for, or the entering of a plea of guilty or no contest to, a felony. This Agreement is intended to comply with Section 409A of the Internal Revenue Code, to the extent applicable. Notwithstanding any provision herein to the contrary, this Agreement shall be interpreted and administered consistent with this intent. If this Agreement provides for multiple severance payments, each separate payment provided pursuant to its terms shall be treated as a separate “payment” for purposes of Section 409A. In addition, if you are properly deemed a “specified employee” within the meaning of Section 409A, as determined by the Company under its Section 409A administrative policies, any severance payment made to you under this Agreement shall not be made earlier than six (6) months after the Termination Date to the extent necessary not to incur additional tax under Section 409(a) Notwithstanding the foregoing, the Company’s obligation to make severance payments to you, if any, pursuant to this paragraph shall terminate in the event you secure employment, either as an employee or an independent contractor, with Platinum Equity LLC or one of its affiliates. Upon the expiration of the Company’s obligation to make severance payments, any non-compete agreement will likewise terminate. |
